Common use of Satisfaction and Discharge of Notes Clause in Contracts

Satisfaction and Discharge of Notes. Except as otherwise provided with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. in respect thereof shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (a) Funding Corp. shall have irrevocably deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, when due the principal of and interest due and to become due on the Notes on and prior to the Stated Maturity of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepayment; (b) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installments, the Stated Maturity of the final installment of principal) or Redemption Date or Prepayment Date of the Notes, Funding Corp. shall have delivered to the Trustee a Funding Corp. Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (c) in the case of redemption or prepayment of Notes, the notice requisite to the validity of such redemption or prepayment shall have been given, or irrevocable authority shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (d) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes for purposes of United States Federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes either is not subject to, or is exempt from United States Federal income taxation. Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Request, acknowledge in writing that the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 day period commencing on the date of the deposit with the Trustee of monies, Funding Corp. shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes to the effect that such Notes are deemed to have been paid and the circumstances thereof. Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. and the Trustee in respect of such Notes under Sections 2.9, 2.10, 2.11, 9.2(f) and 9.6 and Article XI and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Interest Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited with the Indenture Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Interest Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installmentsInterest Payment Date with respect to the repayment of principal, the Stated Maturity of the final installment of principal) or Early General Redemption Date or Prepayment the Early Tax Redemption Date of the such Notes, Funding Corp. as the case may be, the Issuer shall have delivered to the Indenture Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Indenture Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Indenture Trustee; and (div) there shall have been delivered to the Indenture Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Indenture Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Indenture Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-calendar-day period commencing on the date of the deposit with the Indenture Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Indenture Trustee in respect of such Notes under Sections 2.92.12, 2.102.13, 2.11, 9.2(f) 2.14 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Interest Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. Unibanco in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. Unibanco shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Interest Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installmentsInterest Payment Date with respect to the repayment of principal, the Stated Maturity of the final installment of principal) or Optional Early Redemption Date or Prepayment the Early Tax Redemption Date of the such Notes, Funding Corp. as the case may be, Unibanco shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Unibanco Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. Unibanco with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. Unibanco shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. Unibanco and the Trustee in respect of such Notes under Sections 2.9, 2.10, 2.11, 9.2(f) 2.12, 2.13 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if survive such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6discharge.

Satisfaction and Discharge of Notes. Except as otherwise provided with respect to the NotesNotes of any series in the Series Supplemental Indenture relating thereto, the Notes of such series shall, on or prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of Scheduled Payment Date with respect to the final installment of principal thereof)thereof or the Redemption Date for such Notes, be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness Indebtedness of Funding Corp. the Company in respect thereof shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (a) Funding Corp. the Company shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and premium, if any, and interest due and to become due on the Notes of such series on and prior to the Stated Maturity of principal thereof (or, if principal is payable in installments, the Stated Maturity of Scheduled Payment Date with respect to the final installment of principal thereof) thereof or upon redemption or prepaymentthe Redemption Date for such Notes; (b) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installments, the Stated Maturity of Scheduled Payment Date with respect to the final installment of principal) principal or the Redemption Date or Prepayment Date of the such Notes, Funding Corp. the Company shall have delivered to the Trustee a Funding Corp. Company Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (c) in the case of redemption or prepayment of Notes, the notice requisite Company Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article 5 shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (d) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness Indebtedness of Funding Corp. the Company with respect to the Notes of such series shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes such series for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes such series either is not subject to, or is exempt from from, United States Federal federal income taxation. Upon satisfaction of the aforesaid conditions with respect to the NotesNotes of any series, the Trustee shall, upon receipt of a Funding Corp. RequestCompany Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes series of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and dischargedNotes. In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes to the effect that such Notes are deemed to have been paid and the circumstances thereof. Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Company and the Trustee in respect of such Notes under Sections 2.8, 2.9, 2.10, 2.11, 9.2(f) 2.10 and 9.6 and Article XI 8.5 and this Article XII 12 shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if survive such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6discharge.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Interest Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed 77 to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Interest Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installmentsInterest Payment Date with respect to the repayment of principal, the Stated Maturity of the final installment of principal) or Early General Redemption Date or Prepayment the Early Tax Redemption Date of the such Notes, Funding Corp. as the case may be, the Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.12, 2.102.13, 2.11, 9.2(f) 2.14 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, ----------------------------------- on or prior to the Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited in the Payment Account with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if Payment Date with respect to the repayment of principal is payable in installmentsor the Optional Redemption Date of such Notes, the Stated Maturity of the final installment of principal) or Redemption Date or Prepayment Date of the Notes, Funding Corp. Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.12, 2.102.13, 2.11, 9.2(f) 2.14 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided with respect to the Notes, the (a) The Notes shall, on or prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal Date thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) Date or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (orDate or the Early Tax Redemption Date of such Notes, if principal is payable in installmentsas the case may be, the Stated Maturity of the final installment of principal) or Redemption Date or Prepayment Date of the Notes, Funding Corp. Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article III shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 11.01 do not mature and are not to be redeemed within the 60 60-calendar-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.12, 2.10, 2.11, 9.2(f) 2.13 and 9.6 and Article XI 7.5 and this Article XII XI shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Interest Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. either (A) the Issuer shall have given a notice of redemption to each Noteholder pursuant to Section 4.4 and all other conditions to such redemption contained in Article 4 shall have been met or (B) the Notes shall have otherwise become due and payable or shall become due and payable within one year; (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due all the principal of and interest due and to become due on the Notes on and prior in U.S. dollars for each tranche thereof to maturity or redemption, as the case may be, including, for the avoidance of doubt, all amounts payable to the Stated Maturity of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentInsurer under this Indenture; (biii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (orDate, if principal is payable in installmentsor the Optional Redemption Date of such Notes, as the case may be, the Stated Maturity of the final installment of principal) or Redemption Date or Prepayment Date of the Notes, Funding Corp. Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, Trustee in trust, as provided in Section 12.3; (civ) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of principal of and interest on the Notes; (v) no Default or Event of Default shall have occurred and be continuing on the date of such deposit, and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer is a party or by which the Issuer is bound, or any laws or regulations to which the Issuer is subject; (vi) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article 4 shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (dvii) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption accordance with respect Section 15.4, to such Notes, to the Holders Noteholders (with a copy of such Notes notice to Moody's) to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.3, 2.102.12, 2.112.13, 9.2(f) 2.14, 2.15, 2.16, 2.17, 2.18, 2.20, 2.21, 6.11, 8.5, 8.9 and 9.6 and Article XI 8.12 and this Article XII 12 shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if survive such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6discharge.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Interest Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Interest Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installmentsInterest Payment Date with respect to the repayment of principal, the Stated Maturity of the final installment of principal) or Early General Redemption Date or Prepayment the Early Tax Redemption Date of the such Notes, Funding Corp. as the case may be, the Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. 77 (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.12, 2.102.13, 2.11, 9.2(f) 2.14 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited in the Payment Account with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if Payment Date with respect to the repayment of principal is payable in installmentsor the Optional Redemption Date of such Notes, the Stated Maturity of the final installment of principal) or Redemption Date or Prepayment Date of the Notes, Funding Corp. Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.12, 2.102.13, 2.11, 9.2(f) 2.14 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Interest Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited with the TrusteeTrustee (directly or indirectly through the Principal Paying Agent), in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Interest Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installmentsInterest Payment Date with respect to the repayment of principal, the Stated Maturity of the final installment of principal) or Early General Redemption Date or Prepayment the Early Tax Redemption Date of the such Notes, Funding Corp. as the case may be, the Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.12, 2.102.13, 2.11, 9.2(f) 2.14 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided (a) The Notes shall, on or prior to the Interest Payment Date with respect to the Notes, the Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment repayment of principal thereof), be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof of this Indenture and the Notes shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due the principal of and interest due and to become due on the Notes on and or prior to the Stated Maturity Interest Payment Date with respect to the repayment of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentredemption; (bii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installmentsInterest Payment Date with respect to the repayment of principal, the Stated Maturity of the final installment of principal) or Early General Redemption Date or Prepayment the Early Tax Redemption Date of the such Notes, Funding Corp. as the case may be, the Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.3; (ciii) in the case of redemption or prepayment of Notes, the notice requisite Issuer Order with respect to the validity of such redemption or prepayment shall have been given, or irrevocable authority pursuant to Article IV shall have been given by Funding Corp. to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and (div) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments acknowledging satisfaction and discharge of the Notes are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 do not mature and are not to be redeemed within the 60 60-calendar-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes Noteholders to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer and the Trustee in respect of such Notes under Sections 2.92.12, 2.102.13, 2.11, 9.2(f) 2.14 and 9.6 and Article XI 8.5 and this Article XII shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6.

Satisfaction and Discharge of Notes. Except as otherwise provided with respect to the Notes, the (a) The Notes shall, prior to the Stated Maturity thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof), shall be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of Funding Corp. the Issuer in respect thereof shall be deemed to have been satisfied and discharged, upon satisfaction of the following conditions: (ai) Funding Corp. the Notes shall have become due and payable or shall become due and payable within one year; (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee, in trust, money or Permitted Investments in an amount which shall be sufficient to pay, without requiring reinvestment by the Trustee, pay when due all the principal of and interest due and to become due on the Notes on and prior in U.S. Dollars for each tranche thereof to the Stated Maturity of principal thereof (or, if principal is payable in installments, the Stated Maturity of the final installment of principal thereof) or upon redemption or prepaymentmaturity; (biii) if any such deposit of money or Permitted Investments shall have been made prior to the Stated Maturity (or, if principal is payable in installmentsDate, the Stated Maturity of the final installment of principal) or Redemption Date or Prepayment Date of the Notes, Funding Corp. Issuer shall have delivered to the Trustee a Funding Corp. an Issuer Order stating that such money shall be held by the Trustee, Trustee in trust, as provided in Section 12.3; (civ) in the case of redemption or prepayment of Notes, the notice requisite to the validity of such redemption or prepayment shall have been given, or Issuer has delivered irrevocable authority shall have been given by Funding Corp. instructions to the Trustee under this Indenture to give apply the deposited money toward the payment of principal of and interest on the Notes; (v) no Default or Event of Default shall have occurred and be continuing on the date of such noticedeposit, under arrangements satisfactory and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the TrusteeIssuer is a party or by which the Issuer is bound, or any laws or regulations to which the Issuer is subject; and (dvi) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that as a result of a change in Law after the date of this Indenture such satisfaction and discharge of the indebtedness of Funding Corp. the Issuer with respect to the Notes shall not be deemed to be, or result in, a taxable event with respect to the Holders of Notes Noteholders for purposes of United States Federal federal income taxation unless the Trustee shall have received documentary evidence that each Holder of Notes Noteholder either is not subject to, or is exempt from from, United States Federal federal income taxation. . (b) Upon satisfaction of the aforesaid conditions with respect to the Notes, the Trustee shall, upon receipt of a Funding Corp. Requestan Issuer Order, acknowledge in writing that execute proper instruments delivered to it by the Notes are deemed to have been paid for all purposes Issuer acknowledging satisfaction and discharge of this Indenture and that the entire indebtedness of Funding Corp. in respect thereof is deemed to have been satisfied and discharged. Notes. (c) In the event that Notes which shall be deemed to have been paid as provided in this Section 12.1 10.01 do not mature and are not to be redeemed within the 60 60-day period commencing on the date of the deposit with the Trustee of moniesmoneys, Funding Corp. the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption accordance with respect Section 13.04, to such Notes, to the Holders Noteholders (with a copy of such Notes notice to Moody’s) to the effect that such Notes are deemed to have been paid and the circumstances thereof. . (d) Notwithstanding the satisfaction and discharge of any Notes as aforesaid, the obligations of Funding Corp. the Issuer, and the Trustee and any Authorized Agent, in respect of such Notes under Sections 2.92.03, 2.102.12, 2.112.13, 9.2(f) 2.14, 2.15, 2.16, 2.17, 2.18, 2.20, 2.21, 4.11, 6.05, 6.09 and 9.6 and Article XI 6.12 and this Article XII 10 shall survive. Anything herein to the contrary notwithstanding, (a) if, at any time after a Note would be deemed to have been paid for purposes of this Indenture, and, if survive such is the case, Funding Corp.'s indebtedness, as the case may be, in respect thereof would be deemed to have been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, shall be required to return the money deposited with it as aforesaid to Funding Corp. or its representative, as the case may be, under any applicable Federal or State bankruptcy, insolvency or other similar law, such Note shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of Funding Corp.'s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Note shall be deemed to remain Outstanding, and (b) any satisfaction and discharge of Funding Corp.'s indebtedness in respect of any Note shall be subject to the provisions of Section 4.6discharge.