Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Issuer, 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 which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the Trust; and (3) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture with respect to such Securities, when (1a) either (A1) all such Securities theretofore authenticated and delivered (other than than (i) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee cancelled or for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee as cancelled or for cancellation (i) i. have become due and payable, or (ii) . will become due and payable at their Stated Maturity within one year, or (iii) . are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer, Company in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money an amount of money in an amount the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee as cancelled or for cancellation, for principal and any premium and interest to the date of such deposit (in the case of such Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid paid, or otherwise made provision for the payment of, all other sums payable hereunder by the TrustCompany with respect to such Securities; and (3c) the Issuer Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the right of the Trustee to resign under Section 6.10 shall survive, and, if money shall have been deposited with the Trustee pursuant to subclause (B2) of Clause (1a) of this Section, the obligations of the Trustee under Section 4.2 4.02, 6.06, 7.01 and 10.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company or a Guarantor and thereafter repaid to the Issuer Company or that Guarantor or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany or a Guarantor, as the case may be, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company or a Guarantor, as the case may be, has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company and the Guarantors to the Trustee under Section 6.7 607 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 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Issuer, 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 which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the TrustIssuer; and (3) the Issuer has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.7 and of the Issuer to an Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause sub clause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (ix) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiy) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, above has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal principal, and any premium and interest or interest, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall survive.

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

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive. The provisions of this Section shall survive the termination of this Indenture.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to will be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any guarantor, as applicable, of such Securities is a party or by which the Company or any such guarantor, as applicable, is bound; (c) the Issuer Company or any guarantor of such Securities has paid or caused to be paid all other sums payable hereunder by the TrustCompany; (d) the Company has delivered irrevocable instructions to the Trustee for such Securities under this Indenture to apply the deposited money toward the payment of such Securities at maturity or on the redemption date, as the case may be; and (3e) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause (1a) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) 4.1.1 either (Ai) all Securities theretofore authenticated and delivered (other than than (ia) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.5 and (iib) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (ia) have become due and payable, or (iib) will become due and payable at their Stated Maturity within one year, or (iiic) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iiiii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity Maturity, Redemption Date or Redemption Repurchase Date, as the case may be; (2) 4.1.2 the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) 4.1.3 the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company and the Guarantor to the Trustee under Section 6.7 6.7, the obligations of the Company and the Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause clause (Bii) of Clause (1) of Section 4.1.1 or this SectionSection 4.1.3, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.06 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall indenture shall, upon Issuer Request the receipt by the Trustee of an Officers' Certificate, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Notes herein expressly provided for herein or in the terms of such Security), for) and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (Aa) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity stated maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the IssuerIssuers, in the case of (i), (ii) or (iii) above, has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money for the purpose (provided that (x) Article 12 does not then prohibit the Issuers from making or causing to be made any payments in respect of principal of or interest on the Notes and (y) such deposit does not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which either Issuer is a party or by which it is bound) an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities Notes which have become due and payable) or to the Stated Maturity stated maturity or Redemption Dateredemption date, as the case may be; (2b) the Issuer has Issuers have paid or caused to be paid all other sums payable hereunder by the TrustIssuers; and (3c) the Issuer has Issuers have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Issuers 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, 7.07 and the obligations of the Trustee under Section 4.2 8.09 and the last paragraph of Section 10.3 8.06 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) trust have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request Company Order cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Trustee or the Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.33.12) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, or are deemed paid and discharged pursuant to Section 12.3, as applicable, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money for the purpose money, U.S. Government Obligations or Foreign Government Obligations, or in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 5.7, the obligations of the Trustee to any Authenticating Agent under Section 5.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 and 3.5, Section 3.6, the last paragraph of Section 10.3 3.12, Section 9.1 and Section 12.6 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.06 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the Trust; and (3) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities as expressly provided for herein or in the terms of such Security)herein) as to all Outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (A1) all the Securities theretofore authenticated and delivered (other than than (i) lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 308 or (ii) all Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, trust as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and Company; (b) the Issuer, in the case of (i), (ii) Company or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount in United States dollars sufficient to pay and discharge the entire indebtedness Indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including the principal of, premium, if any, and any premium and accrued interest to the date of on, such deposit (in the case of Securities which have become due and payable) or to the at such Maturity, Stated Maturity or Redemption Date, as the case may be; (2c) the Issuer Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustCompany and any Guarantor; and (3d) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Independent Counsel, in form and substance satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture hereof have been complied withwith and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Issuer Company to the Trustee under Section 6.7 607 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B2) of Clause subsection (1a) of this SectionSection 1201, the obligations of the Trustee under Section 4.2 1202 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Security), for) and the Trustee, Trustee at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust funds: (A) money in an amount sufficient amount; (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount; or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee of such series (but such opinion need only be delivered if Government Obligations have been so deposited), to pay and discharge, and which shall be applied by the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 401 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 607 and the preceding paragraph, the obligations of the Company to any Authenticating Agent under Section 614 and, if money and/or Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

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

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Convertible Debentures herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities Convertible Debentures theretofore authenticated and delivered (other than than (iA) Securities Convertible Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (iiB) Securities Convertible Debentures for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (Bii) all such Securities Convertible Debentures not theretofore delivered to the Trustee for cancellation (i) cancellation have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, Company has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities Convertible Debentures not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest (including Additional Payments, if any) to the date of such deposit (in the case of Securities Convertible Debentures which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, along with, if requested by the Trustee, an accountant's (or investment or commercial bank's) certificate stating such funds are sufficient to pay principal and interest on the Convertible Debentures when and as due; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 607 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause (1a) of this Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.6, (iiiii) coupons appertaining to Bearer Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 11.6, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and coupons appertaining thereto, if any, not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities and coupons appertaining thereto, if any, which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Debentures expressly provided for herein or in the terms of such Securityherein), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either: (A) all Securities Debentures theretofore authenticated and delivered (other than than (i) Securities Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 2.07 and (ii) Securities Debentures for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.38.04) have been delivered to the Trustee for cancellation; or (B) all such Securities Debentures not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity stated maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer, Company in the case of (i), (ii) or ), and (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount of money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on such Securities Debentures not theretofore delivered to the Trustee for cancellation, for principal and any premium Principal and interest to the date of such deposit (in the case of Securities Debentures which have become due and payable) or to the Stated Maturity stated maturity or Redemption Dateredemption date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Holders under Section 4.01, to the Trustee under Section 6.7 7.07, and, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 8.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security), Notes issued under this Indenture) and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1) either (A) all Securities Notes theretofore authenticated and delivered (other than except (i) Securities which have been destroyedlost, lost stolen or stolen and destroyed Notes which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities Notes for whose payment money has funds have theretofore been deposited in trust by the Company with the Trustee or any Paying Agent or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to and either the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) Company or (iii) above, any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount sufficient to pay and discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium and any premium Liquidated Damages, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may bedeposit; (2) the Issuer Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustCompany and any Subsidiary Guarantors; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withwith and that such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which it is bound. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 606 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture (including the Issuer and Company’s obligations hereunder) shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security)effect, and the TrusteeTrustees, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.311.3) have been delivered to the Trustee Trustees for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee Trustees for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee Trustees for the giving of notice of redemption by the Trustee Trustees in the name, and at the expense, of the Issuer, and the Issuer, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee Trustees as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee Trustees for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer has paid or caused to be paid all other sums payable hereunder by the TrustIssuer; and (3c) the Issuer has delivered to the Trustee Trustees an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the issuance of temporary Securities provided for in Section 3.4, the rights of registration of transfer or exchange of Securities provided for in Section 3.5, the provisions of Section 3.6, the indemnity provided in the last paragraph of Section 7.5, the obligations of the Issuer to the Trustee Trustees under Section 6.7 7.9, the obligations of the Trustees to any Authenticating Agent under Section 7.16 and, if money shall have been deposited with the Trustee Trustees pursuant to subclause (Bii) of Clause section (1a) of this Sectionabove, the obligations of the Trustee Trustees under Section 4.2 and the last paragraph of Section 10.3 11.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity Maturities within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer, Company in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the 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, 6.07 and the obligations of the Trustee to any Authenticating Agent under Section 4.2 6.14 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture If at any time (a) the Company shall upon Issuer Request cease have delivered to be of further effect (except as to any surviving rights of registration of transfer the Trustee cancelled or exchange for cancellation all Securities of any Security expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities Series theretofore authenticated and delivered all unmatured coupons, if any, appertaining thereto (other than (i) 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 3.6 and 2.09), or (b) in the case of any Series of Securities where the exact amount (including 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) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustbelow, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bi) all the Securities of such Securities Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii) year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) the Company or (iii) above, has deposited the Guarantor shall deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in trust money in an amount cash sufficient to pay and discharge the entire indebtedness on at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, for including principal (and any premium premium, if any) and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable) maturity or to the Stated Maturity or Redemption Datedate 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 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 (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 (and premium, 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 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 Issuer has paid District of Columbia pursuant to its unclaimed property or caused 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 Trust; and (3) Company or the Issuer has delivered Guarantor, then this Indenture shall cease to be of further effect with respect to the Trustee an Officers' Certificate and an Opinion Securities of Counsel, each stating that all conditions precedent herein provided for relating such Series (except as to the provisions applicable to transfers and exchanges of Securities of such Series and any coupons appertaining thereto) and the Trustee on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer with respect to the Trustee under Section 6.7 and, if money shall have been deposited with Securities of such Series. The Company agrees to reimburse the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of for any costs or expenses thereafter reasonably and properly incurred by the Trustee under Section 4.2 and in connection with this Indenture or the last paragraph of Section 10.3 shall surviveSecurities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer on Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Securitythis Article IV), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (iA) Securities which that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such those Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, or (D) are delivered to the Trustee for conversion in accordance with Article XIII, and the IssuerCompany, in the case of (iA), (iiB), (C) or (iiiD) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose of paying an amount in cash sufficient (without consideration of any investment of such cash) to pay and discharge the entire indebtedness on such those Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal and any premium premium, if any, and interest and Additional Amounts, if any, to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; PROVIDED that the Trustee is irrevocably instructed to apply such amount to said payments with respect to those Securities; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the following rights or obligations under the Securities and this Indenture shall survive until otherwise terminated or discharged hereunder: (a) Article XIII, Article XIV and the Company's obligations under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, in each case with respect to any Securities described in subclause (ii) of clause (a) of this Section 4.01, (b) this Article IV, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the obligations of the Issuer Company to the Trustee under Section 6.7 and6.07, and the obligations of the Trustee or the Company to any Authenticating Agent under Section 6.14 and (d) if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause clause (1a) of this SectionSection 4.01, the obligations rights of Holders of any Securities described in that subclause (ii) to receive, solely from the trust fund described in that subclause (ii), payments in respect of the Trustee under Section 4.2 principal of, and the last paragraph of Section 10.3 shall survivepremium (if any) and interest on and Additional Amounts (if any) with respect to, those Securities when such payments are due.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of CounselCounsel complying with Section 103, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) when either all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Trustee or the Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) or all such Securities not theretofore delivered to the Trustee for cancellation (i) cancellation have become due and payable, or (ii) or will become due and payable at their Stated Maturity within one year, or (iii) or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) ; the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) and the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture (including the Issuer and the Company’s obligations hereunder) shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security)effect, and the TrusteeTrustees, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.311.3) have been delivered to the Trustee Trustees for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee Trustees for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee Trustees for the giving of notice of redemption by the Trustee Trustees in the name, and at the expense, of the Issuer, and the Issuer, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee Trustees as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee Trustees for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer has paid or caused to be paid all other sums payable hereunder by the TrustIssuer; and (3c) the Issuer has delivered to the Trustee Trustees an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the issuance of temporary Securities provided for in Section 3.4, the rights of registration of transfer or exchange of Securities provided for in Section 3.5, the provisions of Section 3.6, the indemnity provided in the last paragraph of Section 7.5, the obligations of the Issuer to the Trustee Trustees under Section 6.7 7.10, the obligations of the Trustees to any Authenticating Agent under Section 7.17 and, if money shall have been deposited with the Trustee Trustees pursuant to subclause (Bii) of Clause section (1a) of this Sectionabove, the obligations of the Trustee Trustees under Section 4.2 and the last paragraph of Section 10.3 11.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture --------------------------------------- shall upon Issuer Request be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities as expressly provided for herein or in the terms of such Security)herein) as to all outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (1) either (A) all such Securities theretofore authenticated and delivered (other than (i) than lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.32.07) have been delivered to the Trustee for cancellation; or or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (ix) have become due and payable, or (iiy) will become due and payable at their Stated Maturity within one year, or or (iiiz) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, Company; and the Issuer, in the case of (i), (ii) Company or (iii) above, any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount in United States dollars or direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing prior to the date the Securities have become due and payable, the Stated Maturity of the Securities or the relevant redemption date for the Notes, as the case may be, sufficient to pay and discharge the entire indebtedness Indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including the principal of, premium, if any, and any premium and accrued interest to the date of such deposit (in the case of Securities which have become due and payable) or to the at maturity, Stated Maturity or Redemption Date, as the case may beredemption date; (2b) the Issuer Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustCompany and any Subsidiary Guarantor; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture hereof have been complied withwith and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company, any Subsidiary Guarantor or any Subsidiary is a party or by which the Company, any Subsidiary Guarantor or any of the Company's Subsidiaries is bound. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Issuer Company to the Trustee under Section 6.7 7.07 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B2) of Clause subsection (1a) of this SectionSection 13.01, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 13.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms form of Security for such Securityseries), and when the Trustee, upon Company Request and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (A1) all Securities theretofore authenticated and delivered (other than than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.07) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B2) of Clause clause (1a) of this SectionSection 4.01, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.07 shall survive. If the Company shall have paid or caused to be paid in whole or in part the principal of and premium, if any, and interest on any Security, as and when the same shall become due and payable or the Company shall have delivered to the Trustee for cancellation any outstanding Security, such Security shall cease to be entitled to the lien, benefit or security interest under this Indenture to the extent of such amounts paid.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities as expressly provided for herein or in the terms of such Security)herein) as to all Outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (A1) all the Securities theretofore authenticated and delivered (other than except (i) lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 308 or (ii) all Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, trust as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, Company; and the Issuer, in the case of (i), (ii) Company or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount in United States dollars sufficient (as calculated by the Company) to pay and discharge the entire indebtedness Indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including the principal of, premium, if any, and any premium and accrued interest to the date of on, such deposit (in the case of Securities which have become due and payable) or to the at such Maturity, Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustCompany and any Guarantor; and (3c) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Independent Counsel, in form and substance reasonably satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture hereof have been complied withwith and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Issuer Company to the Trustee under Section 6.7 607 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B2) of Clause subsection (1a) of this SectionSection 1201, the obligations of the Trustee under Section 4.2 1202 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion or of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon The Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in may terminate its obligations under the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1a) either either (Ai) all the Securities theretofore of any series issued that have been authenticated and delivered have been delivered to the Trustee for cancellation (other than (i) 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 3.6 and 2.09); or (ii) all the Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) of any series issued that have not been delivered to the Trustee for cancellation; or cancellation shall have (BA) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or or (iiB) will are by their terms to become due and payable at their Stated Maturity within one year, or (iii) or are to be called for redemption within one year under and the Issuer shall have made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Issuer’s name, and at the expense, of the Issuer, ’s expense and the Issuer, in the case of (i), (ii) or (iii) above, has Issuer have irrevocably deposited or caused to be deposited with the Trustee as trust sufficient funds in trust money in an amount sufficient to pay and discharge the entire indebtedness on such the applicable series of Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium principal, premium, if any, and interest to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity applicable maturity or Redemption Dateredemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at the applicable maturity or redemption date, as the case may be; (2b) the The Issuer has shall have paid or caused to be paid all other sums then due and payable hereunder by under the TrustIndenture; and (3c) the The Issuer has shall have delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for under the Indenture relating to the satisfaction and discharge of this Indenture the indenture have been complied with. Notwithstanding If the foregoing conditions are met, the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of counsel and at the cost and expense of the Issuer, shall execute proper instruments prepared by the Issuer acknowledging such satisfaction of and discharge discharging the Indenture with respect to such series except as to: (1) rights of this IndentureHolders to receive payments when due of principal thereof and interest thereon, and remaining rights of the holders to receive mandatory sinking fund payments, if any; (2) obligations of the Issuer in respect of issuing temporary Securities, registration of Securities, substitution of mutilated, defaced, destroyed, lost or stolen Securities and the maintenance of an office or agency for payment on Securities; (3) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any; (4) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the obligations of the Issuer in connection therewith; (5) the rights of the Holders of such series as beneficiaries hereof with respect to the Trustee under Section 6.7 and, if money shall have been property so deposited with the Trustee payable to all or any of them; (6) the defeasance provisions of Section 9.02; and (7) the rights of the Issuer to be repaid any money pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 Sections 9.05 and the last paragraph of Section 10.3 shall survive9.06.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityand except as further provided below), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 2.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation, (i) have become due and payable, or, (ii) will become due and payable at their Stated the Final Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, Company and the Issuer, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be irrevocably deposited cash with the Trustee or a Paying Agent (other than the Company or any of its Affiliates) as trust funds in trust money for the purpose of and in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Final Maturity Date or Redemption Date, as the case may be. In the event that the Company exercises its right to redeem the Securities as provided in Article 3, the Company shall have the right to withdraw its funds previously deposited with the Trustee or Paying Agent pursuant to the immediately preceding sentence; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 9.7 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations provisions of the Trustee under Section 4.2 Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.12 and 12.5, Articles 3 and 4, the last paragraph of Section 10.3 6.2 and this Article 10, shall survivesurvive until the Securities have been paid in full.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureall Notes issued hereunder, when: (1) either: (A1) all Securities theretofore authenticated and delivered (other than (i) Securities which Notes that have been destroyedauthenticated hereunder (except lost, lost stolen or stolen and which destroyed Notes that have been replaced or paid as provided in Section 3.6 and (ii) Securities and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3Company) have been delivered to the Trustee for cancellation; or (B2) all such Securities Notes issued hereunder that have not theretofore been delivered to the Trustee for cancellation cancellation (ix) have become due and payablepayable (by reason of the mailing of a notice of redemption or otherwise), or (iiy) will become due and payable at their Stated Maturity within one year, or year or (iiiz) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameTrustee, and at in each such case the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money solely for the benefit of the Holders, cash in an amount sufficient U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal premium, if any, and any premium and accrued interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) no Default or Event of Default (other than resulting from the Issuer borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) will have occurred and be continuing on the date of such deposit or will 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 material agreement or instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (3) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by it with respect to the TrustNotes under this Indenture; and (34) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at Stated Maturity or the Redemption Date, as the case may be. In addition, the Company must deliver an Officers' Officer’s Certificate and an Opinion of Counsel, each Counsel to the Trustee stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall survivesatisfied.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security provisions expressly provided for herein or in the terms of such Securityherein), and the TrusteeTrustee upon such Company Request, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, which instruments shall be reasonably requested by the Issuer, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee Security Registrar for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee Security Registrar for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be have been called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer has paid or caused to be paid all other sums payable hereunder by the TrustIssuer; and (3c) the Issuer has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee (acting in any capacity under this Indenture) under Section 6.7 6.07, and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause (1a) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the Issuer, shall execute proper such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.311.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the TrustIssuer; and (3) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.7 7.07 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 5.03 and the last paragraph of Section 10.3 11.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity within one year, or (iii3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, Company and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest (including Compounded Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture If at any time IRSA PC shall upon Issuer Request cease have paid or caused to be paid the principal of further effect and interest (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in including Additional Amounts) on all the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered Outstanding hereunder (other than (i) than Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 and (ii‎Section 2.11) Securities for whose payment money has theretofore been deposited in trust as and when the same shall have become due and payable, or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) IRSA PC shall have been delivered to the Trustee for cancellation; or cancellation all Securities theretofore authenticated (B) other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in ‎Section 2.11 or all such the Securities not theretofore delivered to the Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has IRSA PC shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust money cash (other than moneys repaid by the Trustee or any Paying Agent to IRSA PC in an amount accordance with Section ‎9.3 or ‎9.4) sufficient to pay at maturity or upon redemption all Securities (other than any Securities that shall have been destroyed, lost or stolen and discharge the entire indebtedness on such Securities that shall have been replaced or paid as provided in ‎Section 2.11) not theretofore delivered to the Trustee for cancellation, for including principal and any premium and interest (including Additional Amounts) due or to the become due on or prior to such date of such deposit (in the case of Securities which have become due and payable) maturity or to the Stated Maturity or Redemption Dateredemption, as the case may be; (2) the Issuer has paid , and if, in any such case, IRSA PC shall also pay or caused cause to be paid all other sums payable hereunder by IRSA PC with respect to the Trust; and Securities, then this Indenture shall cease to be of further effect (3except as to (i) rights of registration of transfer, exchange and replacement of Securities, and IRSA PC’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 (including Additional Amounts), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the Issuer has delivered rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the Representative of the Trustee in Argentina hereunder and the obligations of IRSA PC with respect thereto (v) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of IRSA PC accompanied by an Officers' Officer’s Certificate and an Opinion of CounselCounsel and at the cost and expense of IRSA PC, each stating shall execute instruments acknowledging such satisfaction of and discharging this Indenture; provided that all conditions precedent herein provided 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. IRSA PC agrees to reimburse the Trustee for relating any costs or expenses thereafter reasonably incurred (including reasonable fees and expenses of counsel) and to compensate the satisfaction and discharge Trustee for any services thereafter rendered by the Trustee in accordance with the terms of this Indenture have been complied withor the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer IRSA PC 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 SectionTrustee, the obligations Agents and the Representative of the Trustee in Argentina under Section 4.2 Sections 1.2, ‎3.4(b), ‎5.6, 5.13, 5.14 and the last paragraph of Section 10.3 11.5 shall survive.

Satisfaction and Discharge of Indenture. This Upon the request of the Company, this Indenture shall upon Issuer Request will be discharged and will cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security the Senior Subordinated Securities, as expressly provided for herein or in pursuant hereto), the terms of such Security)Company and the Guarantors will be discharged from their obligations under the Senior Subordinated Securities and the Subsidiary Guarantees, respectively, and the Trustee, at the expense of the IssuerCompany, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when: (1a) either either (Ai) all the Senior Subordinated Securities theretofore authenticated and delivered (other than (i) Securities which have been than mutilated, destroyed, lost or stolen and which Senior Subordinated Securities that have been replaced or paid as provided in Section 3.6 and (ii) and Senior Subordinated Securities for whose payment money has theretofore that have been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid subject to the Issuer or discharged from such trust, as provided in Section 10.3defeasance under this Article VIII) have been delivered to the Trustee for cancellation; or cancellation or (Bii) all such Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity maturity within one year, or year or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money for such purpose in an amount sufficient to pay and discharge discharge, without the need to reinvest any proceeds thereof, the entire indebtedness Indebtedness on such Senior Subordinated Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest on the Senior Subordinated Securities to the date of such deposit (in the case of Senior Subordinated Securities which that have become due and payable) or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company and the Guarantors to the Trustee under Section 6.7 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause clause (B) of Clause (1a)(ii) of this SectionSection 8.06, the obligations of the Trustee under Section 4.2 8.06 and the last paragraph of Section 10.3 2.04 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the 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 clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture If (a) the Company --------------------------------------- shall upon Issuer Request cease deliver to be of further effect (except as to any surviving rights of registration of transfer or exchange the Trustee for cancellation all Securities of any Security expressly provided for herein or in the terms series theretofore authenticated (other than any Securities of such Security), and the Trustee, at the expense of the Issuer, series which 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 which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6 and SECTION 2.07) and not theretofore cancelled, or (iib) all the Securities for whose payment money has of such series not theretofore been deposited in trust cancelled or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii) year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuerredemption, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited Company shall deposit with the Trustee as trust funds in trust money in an the entire amount sufficient to pay and discharge the entire indebtedness on at Maturity or upon redemption all of such Securities not theretofore cancelled or delivered to the Trustee for cancellation, for including principal and any premium and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (2) , and if in either case the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Trust; and Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series, (3except as to (i) remaining rights of registration of transfer, conversion, substitution and exchange and the Company's right of optional redemption of Securities of such series, (ii) rights hereunder of holders to receive payments of principal of, and any interest on, the Securities of such series, and other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, and (iii) the Issuer has delivered to rights, obligations and immunities of the Trustee an Officers' Certificate hereunder), and an Opinion the Trustee, on demand of Counselthe Company, each stating that all conditions precedent herein provided and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for relating any services thereafter reasonably and properly rendered and to reimburse the satisfaction Trustee for any costs or expenses theretofore and discharge of thereafter reasonably and properly incurred by the Trustee in connection with this Indenture have been complied withor the Securities of such series. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of any or all series, 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 SECTION 7.06 and of the Trustee Company under Section 4.2 and the last paragraph of Section 10.3 SECTION 12.02 AND SECTION 15.06 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall will upon Issuer a Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Notes herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when : (1a) either either (Ai) all Securities Notes theretofore authenticated and delivered (other than than (iA) Securities Notes which have been destroyed, lost lost, or stolen and which have been replaced or paid as provided in Section 3.6 and 2.04 and (iiB) Securities Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or cancellation or (Bii) all such Securities Notes not theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of clause (iA), (ii) B), or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for such purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; ; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and and (3c) the Issuer Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied withsatisfied. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 7.07, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this SectionSection 9.01(a)(ii), the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall 9.02, will survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of or transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. Notwithstanding the satisfaction and 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 clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Upon the --------------------------------------- request of the Company, this Indenture shall upon Issuer Request will cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security the Securities, as expressly provided for herein or in the terms of such Securitypursuant hereto), the Company and the Guarantors will be discharged from their obligations under the Securities and Security Guarantees and the Trustee, at the expense of the IssuerCompany, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture, any security agreements relating thereto, the Securities and the Security Guarantees when: (1a) either either (Ai) all the Securities theretofore authenticated and delivered (other than (i) Securities which have been than mutilated, destroyed, lost or stolen and which Securities that have been replaced or paid as provided in Section 3.6 and (ii) and Securities for whose payment money has theretofore that have been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid subject to the Issuer or discharged from such trust, as provided in Section 10.3defeasance under this Article VIII) have been delivered to the Trustee for cancellation; or cancellation or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or (iiB) will shall become due and payable at their Stated Maturity maturity within one year, or year or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money for the purpose in an amount sufficient to pay and discharge the entire indebtedness Debt on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium and Liquidated Damages, if any, on) and interest on the Securities to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Trustthis Company; andor (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture Indenture, the security agreements relating thereto, the Securities and the Security Guarantees have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause clause (B) of Clause (1a)(ii) of this Section, the obligations of the Trustee under Section 4.2 8.06 and the last paragraph of Section 10.3 2.04 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient (without reinvestment) to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article Four, the obligations of the Issuer Company to the Trustee under Section 6.7 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 and 402, the last paragraph of Section 10.3 1003 and the provisions of Section 303, 305, 306 and 311 shall survive.

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

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Notes herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (Aa) all Securities Notes theretofore authenticated and delivered (other than than (i) Securities Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 2.07 and (ii) Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust, as provided in Section 10.3,) have been delivered to the Trustee for cancellation; or (Bb) all such Securities Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the IssuerIssuers, in the case of (i), (ii) or (iii) above, has have deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities Notes which have become due and payable) or to the Stated Maturity maturity or Redemption Dateredemption thereof, as the case may be; (2) the Issuer has Issuers have paid or caused to be paid all other sums payable hereunder by the TrustIssuers; and (3) each of the Issuer Issuers has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article 11, the obligations of the Issuer Issuers to the Trustee under Section 6.7 7.07, and, if money shall have been deposited with the Trustee pursuant to subclause (Bb) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 11.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany and/or a Subsidiary Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company and/or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustCompany and the Subsidiary Guarantors; and (3) the Issuer Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02, shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenwhen either: (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (23) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (34) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture If (a) the Company shall upon Issuer Request cease deliver to be of further effect (except as to any surviving rights of registration of transfer or exchange the Trustee for cancellation all Securities of any Security expressly provided for herein or in the terms series theretofore authenticated (other than any Securities of such Security), and the Trustee, at the expense of the Issuer, series which 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 which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6 and 2.07) and not theretofore cancelled, or (iib) all the Securities for whose payment money has of such series not theretofore been deposited in trust cancelled or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii) year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuerredemption, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited Company shall deposit with the Trustee as trust funds in trust money in an the entire amount sufficient to pay and discharge the entire indebtedness on at Maturity or upon redemption all of such Securities not theretofore cancelled or delivered to the Trustee for cancellation, for including principal and any premium and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (2) , and if in either case the Issuer has paid Company shall also pay or caused cause to be paid all other sums payable hereunder by the Trust; and Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series, (3except as to (i) remaining rights of registration of transfer, conversion, substitution and exchange and the Company's right of optional redemption of Securities of such series, (ii) rights hereunder of holders to receive payments of principal of, and any interest on, the Securities of such series, and other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, and (iii) the Issuer has delivered to rights, obligations and immunities of the Trustee an Officers' Certificate hereunder), and an Opinion the Trustee, on demand of Counselthe Company, each stating that all conditions precedent herein provided and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for relating any services thereafter reasonably and properly rendered and to reimburse the satisfaction Trustee for any costs or expenses theretofore and discharge of thereafter reasonably and properly incurred by the Trustee in connection with this Indenture have been complied withor the Securities of such series. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of any or all series, 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 last paragraph of Section 10.3 7.06 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer the Issuers’ Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerIssuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the IssuerIssuers, in the case of (i), (ii) or (iii) above, has have deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity Date or Redemption Date, as the case may be; (2) the Issuer has Issuers have paid or caused to be paid all other sums payable hereunder by the TrustIssuers; and (3) the Issuer has Issuers have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Issuers to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Notes herein expressly provided for herein or in the terms of such Securityfor), and the Indenture Trustee, on demand of and at the expense of the IssuerTrust, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities Notes theretofore authenticated and delivered (other than than (i) Securities Notes which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06, and (ii) Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Trust and thereafter repaid to the Issuer Trust or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Indenture Trustee for cancellation; or (B) all such Securities Notes not theretofore delivered to the Indenture Trustee for cancellation (i) have become due and payable, or, (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the IssuerTrust, and the IssuerTrust, in the case of (i), (ii) ), or (iii) above, has deposited or caused to be deposited with the Indenture Trustee as trust funds in trust money in an amount sufficient to pay and discharge the entire indebtedness on at their Stated Maturity all such Securities Notes not theretofore delivered to the Indenture Trustee for cancellation, for including principal (and any premium premium, if any) and interest due or to the date of such deposit (in the case of Securities which have become due and payable) or to the on their Stated Maturity or Redemption Date, as the case may be; (2) the Issuer The Trust has paid or caused to be paid all other sums payable hereunder by the Trust; and (3) the Issuer Trust has delivered to the Indenture Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Trust to the Indenture Trustee under Section 6.7 6.07 and, if money shall have been deposited with the Indenture Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Indenture Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities expressly provided for herein or in the terms of such Securityherein), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 2.07 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.38.04) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity stated maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer, Company in the case of (i), (ii) or ), and (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount of money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium Principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity stated maturity or Redemption Dateredemption date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Holders under Section 4.01, to the Trustee under Section 6.7 7.07, and, if money or U.S. Government Obligations 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 last paragraph of Section 10.3 8.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture If at any time IRSA PC shall upon Issuer Request cease have paid or caused to be paid the principal of further effect and interest (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in including Additional Amounts) on all the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered Outstanding hereunder (other than (i) than Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 and (ii2.11) Securities for whose payment money has theretofore been deposited in trust as and when the same shall have become due and payable, or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) IRSA PC shall have been delivered to the Trustee for cancellation; or cancellation all Securities theretofore authenticated (B) other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.11 or all such the Securities not theretofore delivered to the Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii1) year or are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has IRSA PC shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust money cash (other than moneys repaid by the Trustee or any Paying Agent to IRSA PC in an amount accordance with Section 9.3 or 9.4) sufficient to pay at maturity or upon redemption all Securities (other than any Securities that shall have been destroyed, lost or stolen and discharge the entire indebtedness on such Securities that shall have been replaced or paid as provided in Section 2.11) not theretofore delivered to the Trustee for cancellation, for including principal and any premium and interest (including Additional Amounts) due or to the become due on or prior to such date of such deposit (in the case of Securities which have become due and payable) maturity or to the Stated Maturity or Redemption Dateredemption, as the case may be; (2) the Issuer has paid , and if, in any such case, IRSA PC shall also pay or caused cause to be paid all other sums payable hereunder by IRSA PC with respect to the Trust; and Securities, then this Indenture shall cease to be of further effect (3except as to (i) rights of registration of transfer, exchange and replacement of Securities, and IRSA PC’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 (including Additional Amounts), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the Issuer has delivered rights, protections, indemnities, obligations and immunities of the Trustee, each of the Agents and the Representative of the Trustee in Argentina hereunder and the obligations of IRSA PC with respect thereto (v) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on written demand of IRSA PC accompanied by an Officers' Officer’s Certificate and an Opinion of CounselCounsel and at the cost and expense of IRSA PC, each stating shall execute instruments acknowledging such satisfaction of and discharging this Indenture; provided that all conditions precedent herein provided 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. IRSA PC agrees to reimburse the Trustee for relating any costs or expenses thereafter reasonably incurred (including reasonable fees and expenses of counsel) and to compensate the satisfaction and discharge Trustee for any services thereafter rendered by the Trustee in accordance with the terms of this Indenture have been complied withor the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer IRSA PC 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 SectionTrustee, the obligations Agents and the Representative of the Trustee in Argentina under Section 4.2 Sections 1.2, 3.4(b), 5.6, 5.13, 5.14 and the last paragraph of Section 10.3 11.5 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities expressly provided for herein or in the terms of such Securitythis Indenture), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either: (A) all Securities theretofore previously authenticated and delivered (other than than (i) Securities which have been destroyed, lost lost, or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore previously delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money for the purpose cash or U.S. Government Obligations or a combination thereof in an amount (without consideration of any reinvestment of interest) sufficient to pay and discharge the entire indebtedness on such Securities not theretofore previously delivered to the Trustee for cancellationcancellation (other than Securities which have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.6), for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany under this Indenture; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.7, the obligations (if any) of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1i) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive. In the event there are Securities of two or more series under this Indenture, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions of such Securities arc met. In the event there are two or more Trustees under this Indenture, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all such Trustees. The Trustee, Securities Registrar and the Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under the Indenture or under applicable law with respect to any transfer or exchange of any interest in any note (including any transfers between or among participants or other beneficial owner of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirement hereof.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to will be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on evidenced by such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause (1a) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or Unless otherwise set forth in the terms of such Security)supplemental indenture, and when (a) the Trustee, at Issuer shall deliver to the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) Trustee for cancellation all Securities theretofore authenticated and delivered (other than (i) than any Securities which appertaining thereto that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 3.6 and (iib) all Securities for whose payment money has not theretofore been deposited in trust canceled or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii) year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuerredemption, and the IssuerIssuer shall deposit with the Trustee, in the case of (i)trust, (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount sufficient to pay at maturity or upon redemption of all of the Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and discharge the entire indebtedness on such in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, for including principal and any premium premium, if any, and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable) maturity or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (2) , accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if the Issuer has paid shall also pay or caused cause to be paid all other sums payable hereunder thereunder by the Trust; and Issuer, then this Indenture shall cease to be of further effect (3except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities, (ii) rights thereunder of such holders of Securities to receive payments of principal of and premium, if any, and interest on, such Securities and the other rights, duties and obligations of holders of such Securities, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the Issuer has delivered to rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of CounselCounsel as required by Section 11.05 and at the cost and expense of the Issuer, each stating that all conditions precedent herein provided shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Issuer, however, hereby agrees to reimburse the Trustee for relating any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the satisfaction Trustee for any services thereafter reasonably and discharge of properly rendered by the Trustee in connection with this Indenture have been complied with. Notwithstanding or the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall surviveSecurities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 305 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money for the purpose funds in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer on Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Securitythis Article IV), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (iA) Securities which that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such those Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity Principal Payment Date within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose of paying an amount in cash sufficient (without consideration of any investment of such cash) to pay and discharge the entire indebtedness on such those Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal and any premium premium, if any, and interest and Additional Amounts, if any, to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity Principal Payment Date or Redemption Date, as the case may be; provided that the Trustee is irrevocably instructed to apply such amount to said payments with respect to those Securities; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the following rights or obligations under the Securities and this Indenture shall survive until otherwise terminated or discharged hereunder: (a) the Company's obligations under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, in each case with respect to any Securities described in subclause (ii) of clause (a) of this Section 4.01, (b) this Article IV, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the obligations of the Issuer Company to the Trustee under Section 6.7 and6.07, and the obligations of the Trustee or the Company to any Authenticating Agent under Section 6.14 and (d) if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause clause (1a) of this SectionSection 4.01, the obligations rights of Holders of any Securities described in that subclause (ii) to receive, solely from the trust fund described in that subclause (ii), payments in respect of the Trustee under Section 4.2 principal of, and the last paragraph of Section 10.3 shall survivepremium (if any) and interest on and Additional Amounts (if any) with respect to, those Securities when such payments are due.

Satisfaction and Discharge of Indenture. (1) This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityand except as further provided below), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 2.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, Company as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation, (i) have become due and payable, or, (ii) will become due and payable at their Stated the Final Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, Company (2) and the Issuer, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be irrevocably deposited cash with the Trustee or a Paying Agent (other than the Company or any of its Affiliates) as trust funds in trust money for the purpose of and in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Final Maturity Date or Redemption Date, as the case may be. In the event that the Company exercises its right to redeem the Securities as provided in Article 3, the Company shall have the right to withdraw its funds previously deposited with the Trustee or Paying Agent pursuant to the immediately preceding sentence; (23) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (34) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company with respect to the conversion privilege and the Conversion Rate of the Securities pursuant to Article 4, the obligations of the Company to the Trustee under Section 6.7 9.7 and, if money shall have been deposited with the Trustee pursuant to subclause clause (B2) of Clause (1) of this SectionSubsection 10.1(a), the obligations provisions of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.Sections 2.3, 2.4,

Satisfaction and Discharge of Indenture. This Indenture If at any time (a) the Issuer shall upon Issuer Request cease have paid or caused to be paid the principal of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in and interest on all the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered hereunder (other than (i) than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.310.4), as and when the same shall have become due and payable, or (b) the Issuer shall have been delivered to the Trustee for cancellation; or , all Securities of any series theretofore authenticated (Bother 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 2.9) or (c) (i) all such the Securities of any series not theretofore delivered to the Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii) year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust money cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in an amount accordance with Section 10.4) sufficient to pay and discharge the entire indebtedness on at maturity or upon redemption all Securities of such Securities series not theretofore delivered to the Trustee for cancellation, for including principal and any premium and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, maturity as the case may be; (2) , and if, in any such case, the Issuer has paid shall also pay or caused cause to be paid all other sums payable hereunder by the Trust; and 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 (3except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the Issuer has delivered 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 accompanied by an Officers' Certificate and an Opinion of CounselCounsel and at the cost and expense of the Issuer, each stating that all conditions precedent herein provided for relating to the shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture have been complied with. Notwithstanding with respect to such series; provided, that the satisfaction and discharge rights of this Indenture, the obligations 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 agrees to reimburse the Trustee under Section 6.7 and, if money shall have been deposited with for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of for any services thereafter reasonably and properly rendered by the Trustee under Section 4.2 and in connection with this Indenture or the last paragraph Securities of Section 10.3 shall survivesuch series.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request be discharged and will cease to be of further effect (except as to any surviving rights of registration of transfer or exchange all Securities of any Security expressly provided for herein or in the terms of such Security)series issued hereunder, and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) when either (Aa) all such Securities theretofore authenticated and delivered (other than (i) except lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3Company) have been delivered to the Trustee for cancellation; or (Bi) all Securities of such Securities series not theretofore delivered to the such Trustee for cancellation (i) cancellation have become due and payable, or (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) Company or (iii) abovea Guarantor, has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust money in an amount of money sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal premium, accrued interest and any premium Special Interest, if any, to the date of maturity 94 94 or redemption; (ii) no Default or Event of Default with respect to this Indenture, so far as it relates to the Securities of such series, or the Securities of such series shall have occurred and interest to 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 case of Securities Company or a Guarantor, is a party or by which have become due and payable) the Company or to the Stated Maturity or Redemption Date, as the case may bea Guarantor is bound; (2iii) the Issuer Company or a Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture in respect of the TrustSecurities such series; and (3iv) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities of such series at maturity or the redemption date, as the case may be. In addition, the Company must deliver an Officers' Certificate and an Opinion of Counsel, each Counsel to the Trustee stating that all conditions precedent herein provided for relating to the satisfaction and discharge with respect to the Securities of this Indenture such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall survivesatisfied.

Satisfaction and Discharge of Indenture. This Indenture Termination of ------------------------------------------------------- Indenture. If at any time after (a) the Owner Trustee shall upon Issuer Request cease have paid or caused --------- to be paid the principal of further effect and interest and premium, if any, on all the Certificates outstanding hereunder, as and when the same shall have become due and payable, or (except as b) the Owner Trustee shall have delivered to any surviving rights of registration of transfer or exchange of any Security expressly provided the Indenture Trustee for herein or in the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) cancellation all Securities Certificates theretofore authenticated and delivered (other than (i) Securities than any Certificates which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6 and 2.07) or (iic) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bi) all such Securities Certificates not theretofore delivered to the Indenture Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii) year or are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, name and at the expense, expense of the IssuerOwner Trustee, and the Issuer, in the case of (i), (ii) or (iii) above, has the Owner Trustee shall have irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds the entire amount in trust money cash (other than moneys repaid by the Indenture Trustee or any paying agent to the Owner Trustee in an amount accordance with Section 14.04) or Government Obligations maturing as to principal, premium, if any, and interest in such amounts and at such times as will insure the availability of cash sufficient to pay and discharge the entire indebtedness on at maturity all such Securities Certificates not theretofore delivered to the Indenture Trustee for cancellation, for principal and any premium including principal, premium, if any, and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, maturity as the case may be; (2) , and if, in any such case, the Issuer has paid Owner Trustee shall also pay or caused cause to be paid all other sums then payable hereunder by the Trust; and Owner Trustee, then this Indenture shall cease to be of further effect (3except as to (i) rights of registration of transfer and exchange, and the Owner Trustee's right of optional redemption pursuant to Section 6.02(B), (ii) substitution of mutilated, defaced, destroyed, lost or stolen Certificates, (iii) rights of Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), (iv) the Issuer has delivered rights, obligations, indemnities and immunities of the Indenture Trustee hereunder and (v) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of the Owner Trustee accompanied by an Officers' Certificate and an Opinion of CounselCounsel and at the cost and expense of the Owner Trustee, each stating that all conditions precedent herein provided shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. The Owner Trustee agrees to reimburse and indemnify the Indenture Trustee for relating any costs or expenses thereafter reasonably and properly incurred and to compensate the Indenture Trustee for any services thereafter reasonably and properly rendered by the Indenture Trustee in connection with this Indenture or the Certificates. Upon (or at any time after) payment in full to the satisfaction Indenture Trustee, as trust funds, of the principal of and discharge interest on and premium, if any, and all other amounts due under all Certificates and provided that there shall then be -------- no other amounts due to the Holders and the Indenture Trustee hereunder or under the Participation Agreement or otherwise secured hereby, the Owner Trustee shall direct the Indenture Trustee to execute and deliver to or as directed in writing by the Owner Trustee an appropriate instrument releasing the Aircraft from the Lien of this Indenture have been complied with. Notwithstanding and releasing the satisfaction Indenture Documents from the assignment thereof hereunder, and discharge the Indenture Trustee shall execute and deliver such instrument as aforesaid and, at the Owner Trustee's expense, will execute and deliver such other instruments or documents as may be reasonably requested by the Owner Trustee to give effect to such release; provided, however, that this ----------------- Indenture and the trusts created hereby shall terminate earlier and this Indenture shall be of this Indenture, no further force or effect upon any sale or other final disposition by the obligations Indenture Trustee of all property forming a part of the Issuer to Indenture Estate and the final distribution by the Indenture Trustee under Section 6.7 and, if money shall have been deposited of all moneys or other property or proceeds constituting part of the Indenture Estate in accordance with the Trustee pursuant to subclause (B) of Clause (1) of - 77 - terms hereof. Except as aforesaid otherwise provided, this Section, the obligations of the Trustee under Section 4.2 Indenture and the last paragraph of Section 10.3 trusts created hereby shall survivecontinue in full force and effect in accordance with the terms hereof.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the Issuer, Company shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the IssuerCompany, in the case of (i), (iiA) or (iiiB) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption DateMaturity, as the case may be; (2C) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3D) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14, rights of registration of transfer, substitution and exchange and conversion of the Securities and, if money shall have been deposited with the Trustee pursuant to subclause Subclause (Bii) of Clause clause (1a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 10.3, shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive. The provisions of this Section shall survive the termination of this Indenture.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, oror Table of Contents (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture If at any time (a) the Issuer shall upon Issuer Request cease have paid or caused to be paid the principal of further effect (except as to any surviving rights of registration of transfer or exchange of any Security expressly provided for herein or in and interest on all the terms of such Security), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered hereunder (other than (i) than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) 2.9 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer any paying agent and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.310.4), as and when the same shall have become due and payable, or (b) the Issuer shall have been delivered to the Trustee for cancellation; or , all Securities of any series theretofore authenticated (Bother 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 2.9) or (c) (i) all such the Securities of any series not theretofore delivered to the Trustee for cancellation (i) cancellation shall have become due and payable, or (ii) will or are by their terms to become due and payable at their Stated Maturity within one year, or (iii) year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust money cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in an amount accordance with Section 10.4) sufficient to pay and discharge the entire indebtedness on at maturity or upon redemption all Securities of such Securities series not theretofore delivered to the Trustee for cancellation, for including principal and any premium and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, maturity as the case may be; (2) , and if, in any such case, the Issuer has paid shall also pay or caused cause to be paid all other sums payable hereunder by the Trust; and 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 (3except as to (i) rights of registration of transfer and exchange, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and interest thereon, and remaining rights of the holders to 44 51 receive mandatory sinking fund payments, if any, (iv) the Issuer has delivered 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 accompanied by an Officers' Certificate and an Opinion of CounselCounsel and at the cost and expense of the Issuer, each stating that all conditions precedent herein provided for relating to the shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture have been complied with. Notwithstanding with respect to such series; provided, that the satisfaction and discharge rights of this Indenture, the obligations 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 agrees to reimburse the Trustee under Section 6.7 and, if money shall have been deposited with for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of for any services thereafter reasonably and properly rendered by the Trustee under Section 4.2 and in connection with this Indenture or the last paragraph Securities of Section 10.3 shall survivesuch series.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Securities expressly provided for herein or in the terms of such Securityherein), and the Trustee, on demand of and at the expense of the IssuerCompany, 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 which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 2.07 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.38.04) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity stated maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer, Company in the case of (i), (ii) or ), and (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount of money or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium Principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity stated maturity or Redemption Dateredemption date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Holders under Section 4.01, to the Trustee under Section 6.7 7.07, and, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 8.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities, as expressly provided for herein or in the terms of such Security)this Indenture) as to all outstanding Securities, and the Trustee, at the expense of the IssuerCompany, shall shall, upon payment of all amounts due the Trustee under Section 6.6 hereof, execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1a) either (A1) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.7 hereof and (ii) Securities for whose payment money or United States governmental obligations of the type described in clause (i) of the definition of Cash Equivalents has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.3 hereof) have been delivered to the Trustee for cancellation; , or (B2) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i2)(i), (ii2)(ii) or (iii2)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; , together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; and (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the Trust; and (3) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall surviveCompany.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (iA) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.07 and (iiB) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (i) cancellation have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the IssuerCompany, in the case of (i), (ii) or (iiiii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest (and Liquidated Damages, if any), to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer has Company and/or the Guarantors have paid or caused to be paid all other sums payable hereunder by the TrustCompany and/or the Guarantors; and (3c) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating that relate to the satisfaction and discharge of this Indenture have been complied withsatisfied. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article IV, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, the Obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have has been deposited with the Trustee pursuant to subclause (Bii) of Clause clause (1a) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 10.03 shall survive. The Collateral shall be released from the Second Priority Liens securing the Securities Obligations, as provided by Section 13.03(b) hereof, upon a satisfaction and discharge in accordance with the provisions described in this Article IV.

Satisfaction and Discharge of Indenture. This (a) The Issuer shall be deemed to have satisfied and discharged the entire indebtedness on all the Debt Securities and, except as provided in this Section 401, this Indenture shall upon Issuer Request cease to be of further effect (except and, so long as to any surviving rights no Event of registration of transfer or exchange of any Security expressly provided for herein or in the terms of such Security)Default shall be continuing, and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness and this Indenture, when: (1) either: (A) all Debt Securities theretofore authenticated and delivered (other than than (i) any Debt Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 305 and (ii) Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 10.31003) have been delivered to the Trustee for cancellation; or (B) with respect to all such Outstanding Debt Securities described in (A) above not theretofore so delivered to the Trustee for cancellation: (i) have become due and payablethe Issuer has deposited, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited deposited, with the Trustee as trust funds in trust money in an amount in U.S. dollars sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire indebtedness on all such Outstanding Debt Securities not theretofore delivered to the Trustee for cancellationunpaid principal (and premium, for principal if any) and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or interest, if any, to the Stated Maturity or any Redemption DateDate as contemplated by Section 402, as the case may be; or (ii) the Issuer has deposited, or caused to be deposited, with the Trustee as obligations in trust such amount of Government Obligations as will, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge when due the entire indebtedness on all the Outstanding Debt Securities for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 402, as the case may be; or (iii) the Issuer has deposited, or caused to be deposited, with the Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of U.S. dollars or Government Obligations and has delivered an opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to the Trustee verifying that such combination of funds and Government Obligations will be sufficient, in the opinion of such nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge when due the entire indebtedness on all Outstanding Debt Securities for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 402, as the case may be, taking into account the predetermined and certain income to accrue on such Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds; (2) the Issuer or either Guarantor has paid or caused to be paid all other sums payable hereunder by with respect to the Trust; andDebt Securities and this Indenture; (3) the Issuer has delivered to the such Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture the entire indebtedness on all Debt Securities have been complied with. Notwithstanding ; (4) if the Debt Securities are not to become due and payable at their Stated Maturity within one year of the date of a deposit pursuant to Section 401(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to the Trustee as of the date of such deposit, then the Issuer shall have given, not later than the date of such deposit, notice of such deposit to the Holders of such Debt Securities; and (5) the Issuer has delivered to the Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in applicable United States Federal income tax law, in either case to the effect that, and based upon which such Opinion of Counsel shall confirm that, the beneficial owners of Debt Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction and discharge of this Indenture, and will be subject to United States federal income tax on the obligations of same amount and in the Issuer to same manner and at the Trustee under Section 6.7 and, if money shall same time as would have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Sectioncase if such deposit, the obligations of the Trustee under Section 4.2 satisfaction and the last paragraph of Section 10.3 shall survivedischarge had not occurred.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of conversion or of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, 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 4.02 shall survive such satisfaction and the last paragraph of Section 10.3 shall survivedischarge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security the Notes herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either: (Ai) all Securities Notes theretofore authenticated and delivered (other than than (iA) Securities Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.08 and (iiB) Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.39.03) have been delivered to the Trustee for cancellation; or (Bii) all such Securities Notes not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07, and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause clause (1a) of this Section, the obligations of the Trustee under Section 4.2 4.02 and the last paragraph of Section 10.3 9.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (ix) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06 and (iiy) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, above has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal principal, and any premium and interest or interest, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Sections 4.03(b) and 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.7 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause subclause 4.01 (B) of Clause (1) of this Sectiona)(ii), the obligations of the Trustee under Section 4.2 4.03 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 308 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer 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 last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request will be discharged and will cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities as expressly provided for herein or in the terms of such Security)herein) as to all Outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (A1) all the Securities theretofore authenticated and delivered (other than than (i) lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 308 or (ii) all Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, trust as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and Company; (b) the Issuer, in the case of (i), (ii) Company or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount in United States dollars sufficient to pay and discharge the entire indebtedness Indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including the principal of, premium, if any, and any premium and accrued interest to the date of on, such deposit (in the case of Securities which have become due and payable) or to the at such Maturity, Stated Maturity or Redemption Date, as the case may be; (2c) after giving effect thereto, no Default or Event of Default shall have occurred and be continuing under any Indebtedness of the Company or any Restricted Subsidiary on the date of such deposit; (d) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound; (e) the Issuer Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustCompany and any Guarantor; and (3f) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Independent Counsel, in form and substance satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture hereof have been complied with. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Issuer Company to the Trustee under Section 6.7 607 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B2) of Clause subsection (1a) of this SectionSection 1201, the obligations of the Trustee under Section 4.2 1202 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (A1) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.7 and (ii) Securities for whose payment money has theretofore thereto- fore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the IssuerIssuer or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer or the Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustIssuer or the Guarantor; and (3c) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article Four, the obligations of the Issuer or the Guarantor to the Trustee under Section 6.7 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section Sections 3.7 and 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) 4.1.1 either (Ai) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.5 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (ia) have become due and payable, or (iib) will become due and payable at their Stated Maturity within one year, or (iiic) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iiiii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity Maturity, Redemption Date or Redemption Repurchase Date, as the case may be; (2) 4.1.2 the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) 4.1.3 the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company and the Guarantor to the Trustee under Section 6.7 6.7, the obligations of the Company and the Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause clause (Bii) of Clause (1) Section 4.1.1 of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request will be discharged and will cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities as expressly provided for herein or in the terms of such Security)herein) as to all Outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either (1) either (A) all the Securities theretofore authenticated and delivered (other than than (i) lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.08 or (ii) all Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, trust as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or cancellation or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and Company; (b) the Issuer, in the case of (i), (ii) Company or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount in United States dollars sufficient to pay and discharge the entire indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including principal of, premium, if any, and any premium and accrued interest to the date of on, such deposit (in the case of Securities which have become due and payable) or to the at such Maturity, Stated Maturity or Redemption Date, as the case may be; (2c) the Issuer Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustCompany and any Guarantor; and (3d) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Independent Counsel, in form and substance satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture hereof have been complied withwith and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company any Guarantor or any Subsidiary is a party or by which the Company, any Guarantor or any Subsidiary is bound. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of subsection (a) of this SectionSection 12.01, the obligations of the Trustee under Section 4.2 12.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the 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 Section607, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.to any Authen-

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) 4.1.1 either (Ai) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.5 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.4) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (ia) have become due and payable, or (iib) will become due and payable at their Stated Maturity within one year, or (iiic) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iiiii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity Maturity, Redemption Date or Redemption Repurchase Date, as the case may be; (2) 4.1.2 the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) 4.1.3 the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause clause (Bii) of Clause (1) of this SectionSection 4.1.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 10.4.6 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company or the Guarantor and thereafter repaid to the Issuer Company or the Guarantor or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the IssuerCompany or the Guarantor, as the case may be, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company or the Guarantor, as the case may be, has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company and the Guarantor to the Trustee under Section 6.7 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of any Security Notes herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities Notes theretofore authenticated and delivered (other than than (iA) Securities Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (iiB) Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities Notes not theretofore delivered to the Trustee for cancellation: (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount for that purpose funds sufficient to pay and discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may bebe and, in the case of (B) or (C) above, has delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of the Indenture, there has been a change in the applicable United States Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes will not recognize income, gain or loss for United States Federal income tax purposes as a result of such satisfaction and discharge and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such satisfaction and discharge had not occurred; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3c) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the 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, and the obligations of the Trustee to any Authenticating Agent under Section 4.2 and the last paragraph of Section 10.3 6.13 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.31003) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 607, the obligations of the Trustee to any Authenticating Agent under Section 614, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 402 and the last paragraph of Section 10.3 1003 shall survive.]

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of any Security such Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture with respect to such Securities, when: (1a) either (Ai) all such Securities theretofore authenticated and delivered (other than than (iA) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.06, and (iiB) such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or, (iiB) will become due and payable at their Stated Maturity within one year, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer, Company in the case of (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for this purpose an amount of money in an amount the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany with respect to such Securities; and (3c) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, (A) the obligations of the Company to the Trustee under Section 6.07, the obligations of the Issuer Trustee to any Authenticating Agent under Section 6.14 and the right of the Trustee to resign under Section 6.7 and6.10 shall survive, and (B) if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause (1a) of this Section, the obligations of the Company and/or the Trustee under Section 4.2 Sections 4.02, 6.06, 7.01 and 10.02 and the last paragraph of Section 10.3 10.03 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities as expressly provided for herein or in the terms of such Security)herein) as to all outstanding Securities and Guarantees hereunder, and the Trustee, upon Company Request and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (A1) all such Securities theretofore authenticated and delivered (other than (i) than lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.32.7) have been delivered to the Trustee for cancellation; or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (ix) have become due and payable, or (iiy) will become due and payable at their Stated Maturity within one yearyear (or within the remaining term of the then current Interest Period), or or (iiiz) are to be called for redemption within one year (or within the remaining term of the then current Interest Period) under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) Issuer or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount in United States dollars sufficient to pay and discharge the entire indebtedness Indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including the principal of, premium, if any, and any premium accrued interest at maturity and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Additional Interest, Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the TrustIssuer; and (3c) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in form and substance satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture hereof have been complied withwith and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (in the case of the legal opinion, such material agreements or instruments as are known to such counsel) to which the Issuer, any Guarantor or any Subsidiary of the Issuer is a party or by which the Issuer, any Guarantor or any Subsidiary of the Issuer is bound. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Issuer to the Trustee under Section 6.7 7.7 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B2) of Clause subsection (1a) of this SectionSection 12.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 12.2 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Issuer Request Corporation Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or and as otherwise provided in the terms of such Security), this Section 4.1) and the Trustee, on demand of and at the expense of the IssuerCorporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1a) either (Ai) all Securities theretofore authenticated and delivered (other than than (i) Securities which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6 and 3.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Corporation and thereafter repaid to the Issuer Corporation or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (Bii) all such Securities not theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or (iiiC) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCorporation, and the IssuerCorporation, in the case of subclause (iii)(A), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in for such purpose an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest (including any Additional Interest) to the date of such deposit (in the case of Securities which that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2b) the Issuer Corporation has paid or caused to be paid paid, or made provision satisfactory to the Trustee for the payment of, all other sums payable hereunder by the TrustCorporation; and (3c) the Issuer Corporation has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Corporation to the Trustee under Section 6.7 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of Clause (1a) of this Section, the obligations of the Trustee under Section Sections 3.10 and 4.2 and the last paragraph of Section 10.3 10.3, and the obligations of the Corporation and the Trustee under Sections 3.5, 3.6, 3.10 and 9.6, shall survive.

Satisfaction and Discharge of Indenture. This When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on their Stated Maturity, Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the Principal Amount at Issuance, Principal Accretion, Accreted Principal Price, and interest (including Contingent Cash Interest and Additional Interest, if any) accrued and unpaid to such Stated Maturity, Optional Repurchase Date, Fundamental Change Repurchase Date or Redemption Date, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then the Indenture with respect to the Securities shall upon Issuer Request cease to be of further effect (except as to any surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of any Security expressly provided for herein or in Securities; (ii) rights hereunder of Holders to receive payments of the terms amounts then due, including interest (including Contingent Cash Interest, if any) and Additional Interest with respect to the Securities and the other rights, duties and obligations of such SecurityHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities), and the Trustee, at the expense on demand of the Issuer, 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 which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust Company accompanied by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the Trust; and (3) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of CounselCounsel as required by Section 1303 and at the cost and expense of the Company, each stating that all conditions precedent herein provided for relating shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the satisfaction and discharge of this Indenture have been complied withSecurities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee and Conversion Agent under Section 6.7 606 and, if money United States dollars 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 1302 and the last paragraph of Section 10.3 1003 shall survive. Subject to the provisions of the last paragraph of Section 1003, all United States dollars deposited with the Trustee pursuant to Section 1031 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture (Including, without limitation, Section 605), to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal of, premium, if any, and interest on the Securities for whose payment such United States dollars have been deposited with the Trustee.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Issuer Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1i) either (A) A. all Securities theretofore authenticated and delivered (other than than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) B. all such Securities not theretofore delivered to the Trustee for cancellation: (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity within one year, or (iii3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the IssuerCompany, in the case of (i1), (ii2) or (iii3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2ii) the Issuer Company has paid or caused to be paid all other sums payable hereunder by the TrustCompany; and (3iii) the Issuer Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer Company to the Trustee under Section 6.7 6.7, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee Company pursuant to subclause (B) of Clause (1i) of this SectionSection 4.1, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Notes herein expressly provided for herein or in the terms of such Securityfor), and the Trustee, on demand of and at the expense of the IssuerIssuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities Notes theretofore authenticated and delivered (other than than (i) Securities Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 2.07 and (ii) Securities Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust, as provided in Section 10.3,) have been delivered to the Trustee for cancellation; or (B) all such Securities Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerIssuers, and the IssuerIssuers, in the case of (i), (ii) or (iii) above, has have deposited or caused to be deposited with the Trustee as trust funds in trust money in for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities Notes not theretofore delivered to the Trustee for cancellation, for principal (and any premium premium, if any) and interest to the date of such deposit (in the case of Securities Notes which have become due and payable) or to the Stated Maturity maturity or Redemption Dateredemption thereof, as the case may be; (2) the Issuer has Issuers have paid or caused to be paid all other sums payable hereunder by the TrustIssuers; and (3) each of the Issuer has Issuers have delivered to the Trustee an Officers' Certificate and 103 an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this IndentureIndenture pursuant to this Article 11, the obligations of the Issuer Issuers to the Trustee under Section 6.7 7.07, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 11.02 shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request will be discharged and will cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of any Security Securities as expressly provided for herein or in the terms of such Security)herein) as to all Outstanding Securities hereunder, and the Trustee, upon Company Request and at the expense of the IssuerCompany, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either (1) either (A) all the Securities theretofore authenticated and delivered (other than than (i) lost, stolen or destroyed Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and 3.08 or (ii) all Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust, trust as provided in Section 10.310.03) have been delivered to the Trustee for cancellation; or cancellation or (B2) all such Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and Company; (b) the Issuer, in the case of (i), (ii) Company or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust money in an amount in United States dollars sufficient to pay and discharge the entire indebtedness on such the Securities not theretofore delivered to the Trustee for cancellation, for including principal of, premium, if any, and any premium and accrued interest to the date of on, such deposit (in the case of Securities which have become due and payable) or to the at such Maturity, Stated Maturity or Redemption Date, as the case may be; (2c) the Issuer Company or any Guarantor, if any, has paid or caused to be paid all other sums payable hereunder by the TrustCompany and any Guarantor; and (3d) the Issuer Company has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Independent Counsel, in form and substance satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture hereof have been complied withwith and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company any Guarantor or any Restricted Subsidiary is a party or by which the Company, any Guarantor or any Restricted Subsidiary is bound. Notwithstanding the satisfaction and discharge of this Indenturehereof, the obligations of the Issuer Company to the Trustee under Section 6.7 6.07 and, if money United States dollars shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of subsection (a) of this SectionSection 12.01, the obligations of the Trustee under Section 4.2 12.02 and the last paragraph of Section 10.3 10.03 shall survive.