Common use of Satisfaction and Discharge of Securities of any Series Clause in Contracts

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (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 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; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any Guarantor; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.

Satisfaction and Discharge of Securities of any Series. The Except as otherwise provided for the Securities of any series established pursuant to Section 3.1(16), the Issuer shall be deemed to have satisfied and discharged this Indenture with respect to the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)series, and the Trustee, upon Issuer Request and at the expense of the IssuerIssuer and upon Issuer Request, shall execute proper instruments acknowledging such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessdischarge, when (a1) either (1A) all Outstanding Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.7 and (ii) Outstanding Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.0312.5) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such series described in sub-clause (A) above (other than the Securities referred to in the parenthetical phrase thereof) not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust an amount (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date Stated Maturity or any Redemption Date as contemplated by Section 12.3, as the case may be; or (ii) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.3, as the case may be; (b2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series including all fees due to the Trustee under Section 7.6; (c3) 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 due satisfaction and discharge of this Indenture with respect to the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 ; and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any GuarantorIssuer, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (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 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; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any GuarantorIssuer; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.

Satisfaction and Discharge of Securities of any Series. The Issuer This Indenture shall cease to be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided for)for herein) with respect to all the Outstanding Securities of any particular series, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and upon Company Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessthis Indenture, when (a1) either (1A) all Outstanding Securities of such series 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, ; or (Bii) will become due and payable at their Stated Maturity within one year, ; or (Ciii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the its name, and at the expense, expense of the IssuerCompany, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.03, as the case may be;; and (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any GuarantorOutstanding Securities of such series; and (c3) 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 the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with. Notwithstanding Upon the satisfaction of the conditions set forth in this Section 12.01 with respect to all the Outstanding Securities of any series, the terms and discharge conditions of this IndentureIndenture with respect to such series, shall no longer be binding upon, or applicable to, the Company; provided, however, that the Company shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof, if such obligations continue to be valid obligations of the Company under applicable law, (b) any obligations under Sections 8.07 and 8.08 and (c) any obligations under Section 3.05 or 3.06 (except that Securities of such series issued upon registration of transferor or exchange or Securities issued in lieu of mutilated, lost, destroyed or stolen Securities shall not be obligations of the Company) and Section 6.01; and provided further that if the Trustee or Paying Agent is unable to apply any money in accordance with Section 12.03 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuer Company under this Indenture and each Guarantor the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03, but if the Company makes any payment of interest on or principal of any Security following the reinstatement of its obligations, the Company shall be subrogated to the Trustee under Section 7.07 and, if rights of the Holders of such Securities to receive such payment from the money shall have been deposited with held by the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall surviveor Paying Agent.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration Default, Payment Default, Capital Security Default or Payment Event shall be continuing, the Subordinated Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon an Issuer Request from the Issuer and at the expense of the Issuer, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) either: (A) all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series 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 11.0310.03) have been delivered to the Subordinated Trustee for the Securities of such series for cancellation; or (2B) except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore so delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Subordinated Trustee for the giving Securities of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and such series for cancellation: (i) the Issuer or any Guarantorhas irrevocably deposited, in the case of (A), (B) or (C) above, has deposited or caused to be deposited deposited, with the Subordinated Trustee for the Securities of such series as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the purpose Securities of such series and subject as to currency to Sections 3.11(b), 3.11(d) and 3.11(e), in which case the deposit to be made with respect to Securities for which an amount election has occurred pursuant to Section 3.11(b) or a Conversion Event has occurred as provided in Sections 3.11(d) and 3.11(e) shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or Deferred Interest, if any, to the Stated Maturity Maturity, if any, or any Redemption Date as contemplated by Section 4.02, as the case may be; or (ii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Subordinated Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or Redemption DateDate as contemplated by Section 4.02, as the case may be; (biii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Subordinated Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any to the extent provided for in a Board Resolution or supplemental indenture pursuant to Section 3.01, to the Stated Maturity, if any, or any Guarantor Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds; or (iv) such Securities are converted or exchanged for Preference Shares in accordance with Article Fourteen and the applicable supplemental indenture for each series of such Securities. (2) the Issuer has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of such series; (c3) the Issuer has delivered to the such Subordinated 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with; (4) except in the circumstances set out in Section 4.01(a)(1)(B)(iv), if the Securities of such series are not to become due and payable at their Stated Maturity, if any, within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Subordinated 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 Securities; and (5) except in the circumstances set out in Section 4.01(a)(1)(B)(iv), if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Subordinated Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Subordinated 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 Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. (b) Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Subordinated Indenture, as applicable, shall no longer be binding upon, or applicable to, the Issuer and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Subordinated Trustee pursuant to Section 4.01(a)(1)(B)(i)-(iii); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and 6.10 and (iii) any obligations under Sections 3.04, 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Subordinated Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon an Issuer Request. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the conditions set forth in this Section 4.01 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any Conversion Event the indebtedness represented by such Securities shall be converted from the currency or currency unit in which such Security is payable into Dollars at the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit and the Issuer and each Guarantor shall be obligated to make the payments in Dollars (or such other currency as set out in Section 3.11(e)) required by Section 3.11(d) or 3.11(e) to the Trustee under Section 7.07 and, if money shall have been extent that the Currency Determination Agent is unable to convert any Foreign Currency or currency unit so deposited with the Subordinated Trustee pursuant to subclause (BSection 4.01(a)(1)(B)(i)-(iii) of clause (2) of this Section, into the obligations Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, as the case may be. The Subordinated Trustee under Section 5.03 and for such series of Securities shall return to the last paragraph of Section 11.03 shall surviveIssuer any non-converted funds or securities in its possession after such payments have been made.

Satisfaction and Discharge of Securities of any Series. The Issuer Except as otherwise provided for the Securities of any series established pursuant to Section 3.1(15), the Company shall be deemed to have satisfied and discharged this Indenture with respect to the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)series, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and upon Company Request, shall execute proper instruments acknowledging such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessdischarge, when (a1) either (1A) all Outstanding Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.7 and (ii) Outstanding Securities of such series 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 11.0312.5) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such series described in sub-clause (A) above (other than the Securities referred to in the parenthetical phrase thereof) not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust an amount (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date Stated Maturity or any Redemption Date as contemplated by Section 12.3, as the case may be; or (ii) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.3, as the case may be; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series including all fees due to the Trustee under Section 7.6; (c3) 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 due satisfaction and discharge of this Indenture with respect to the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with; and (4) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series. Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the Outstanding Securities of any series, the terms and conditions with respect thereto set forth in this Indenture shall no longer be binding upon, or applicable to, the Company; PROVIDED, HOWEVER, that the Company shall not be discharged from (a) any obligations under Sections 7.6 and 7.10 and (b) any obligations under Section 3.6 or 3.7 and Section 5.1; and PROVIDED, FURTHER, that in the event a petition for relief under the federal Bankruptcy Code or a successor statute is filed with respect to the Company within 91 days after the deposit, this Indenture with respect to the entire indebtedness on all Securities of such series have been complied with. Notwithstanding shall not be discharged, and in such event the satisfaction and discharge of this Indenture, the Trustee shall return such deposited funds or obligations of the Issuer and each Guarantor as it is then holding to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall surviveCompany upon Company Request.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (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 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; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any Guarantor; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.

Satisfaction and Discharge of Securities of any Series. The Issuer Company shall be deemed to have satisfied and discharged this Indenture with respect to the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)series, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and upon Company Request, shall execute proper instruments acknowledging such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessdischarge, when (a) either: (1i) all Outstanding Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.6 and (ii) Outstanding Securities of such series 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 11.0312.3) have been delivered to the Trustee for cancellation; or (2ii) all Outstanding Securities of such series described in Section 12.1(a)(i) (other than the Securities referred to in the parenthetical phrase thereof) not theretofore delivered to the Trustee for cancellation: (A) have become due and payable, or; (B) will become due and payable at their Stated Maturity within one year, ; or (C) if redeemable at the option of the Company or pursuant to the operation of a sinking fund, 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; and (1) the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust an amount (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities of such series, not theretofore therefore delivered to the Trustee for cancellation cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Securities (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid based upon applicable law as provided in Section 3.06effect on the date of such deposit), for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity thereof, as the case may be; (2) the Company has irrevocably deposited or Redemption Datecaused to be irrevocably deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any), interest on, and any Additional Amounts to the date of such deposit (in the case of Securities which have become due and payable) or Maturity thereof, as the case may be; (b) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series including all fees due to the Trustee under Section 7.6; (c) 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 due satisfaction and discharge of this Indenture with respect to the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with; and (d) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series. Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the Outstanding Securities of any series, the terms and conditions with respect thereto set forth in this Indenture shall no longer be binding upon, or applicable to, the Company; provided, however, that the Company shall not be discharged from (a) any obligations under Section 7.6 and Section 7.10 and (b) any obligations under Section 3.6, Section 3.7, Section 5.1 and Section 12.3 and (c) any obligations under Section 4.4, with respect to the payment of any Additional Amounts, if any, (but only to the extent that the Additional Amounts payable with respect to any Outstanding Securities of such series exceed the amount deposited in respect of such Additional Amounts pursuant to Section 12.1(a)(ii)); and provided, further, that in the event a petition for relief under the Federal Bankruptcy Code or a successor statute is filed with respect to the Company within 91 days after the deposit, this Indenture with respect to the entire indebtedness on all Securities of such series have been complied with. Notwithstanding shall not be discharged, and in such event the satisfaction and discharge of this Indenture, the Trustee shall return such deposited funds or obligations of the Issuer and each Guarantor as it is then holding to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall surviveCompany upon Company Request.

Satisfaction and Discharge of Securities of any Series. The Issuer This Indenture shall cease to be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided for)for herein) with respect to all the Outstanding Securities of any particular series, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and upon Company Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessthis Indenture, when (a1) either (1A) all Outstanding Securities of such series 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date Stated Maturity or any Redemption Date as contemplated by Section 12.03, as the case may be; or (ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.03, as the case may be; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series; (c3) 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 the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with; and (4) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series. Notwithstanding Upon the satisfaction of the conditions set forth in this Section 12.01 with respect to all the Outstanding Securities of any series, the terms and discharge conditions of this IndentureIndenture with respect to such series, shall no longer be binding upon, or applicable to, the Company; provided, however, that the Company shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof, if such obligations continue to be valid obligations of the Company under applicable law, (b) any obligations under Sections 8.07 and 8.08 and (c) any obligations under Section 3.05 or 3.06 (except that Securities of such series issued upon registration of transferor or exchange or Securities issued in lieu of mutilated, lost, destroyed or stolen Securities shall not be obligations of the Company) and Section 6.01; and provided further that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, this Indenture with respect to all Securities of such series shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations as it is then holding to the Company upon Company Request, as applicable; and provided further that if the Trustee or Paying Agent is unable to apply any money in accordance with Section 12.03 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuer Company under this Indenture and each Guarantor the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03, but if the Company makes any payment of interest on or principal of any Security following the reinstatement of its obligations, the Company shall be subrogated to the Trustee under Section 7.07 and, if rights of the Holders of such Securities to receive such payment from the money shall have been deposited with held by the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall surviveor Paying Agent.

Satisfaction and Discharge of Securities of any Series. The Except as otherwise provided for the Securities of any series established pursuant to Section 3.1(18), the Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)and the Coupons, if any, appertaining thereto, and the Trustee, upon Issuer Request and at the expense of the IssuerIssuer and upon Issuer Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1i) all Outstanding Securities of such series theretofore authenticated and delivered and the Coupons, if any appertaining thereto (other than (ia) any Securities of such series or Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.7 and (iib) Outstanding Securities of such series or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03Sections 4.4, 12.4 and 12.5) have been delivered to the Trustee for cancellation; or (2ii) with respect to all Outstanding Securities of such Securities series and the Coupons, if any, appertaining thereto, described in (i) above not theretofore delivered to the Trustee for cancellation: (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and A. the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are denominated (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) hereof) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.3, as the case may be;; or B. the Issuer has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and the Coupons, if any, appertaining thereto, for unpaid principal (and premium, if any) and interest to the Stated Maturity or any Redemption Date as contemplated by Section 12.3, as the case may be. (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series and the Coupons, if any, appertaining thereto; (c) 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 due satisfaction and discharge of the entire Indebtedness indebtedness on all Outstanding Securities of any such series and the Coupons, if any, appertaining thereto, have been complied with; and (d) if the Securities of such series and, the Coupons, if any, appertaining thereto, are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 the Securities of such series and the Coupons, if any, appertaining thereto. Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the Outstanding Securities of any series and the Coupons, if any, appertaining thereto, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Issuer, and the Holders of the Securities of such series shall look for payment only to the funds or obligations deposited with the Trustee pursuant to Section 12.1(a)(ii); provided, however, that the Issuer shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (c) of the definition thereof and the Coupons, if any, appertaining thereto, if such obligations continue to be valid obligations of the Issuer under applicable law, (b) any obligations under Sections 7.6 and 7.10, and (c) any obligations under Section 3.6 or 3.7 (except that Securities of such series issued upon registration of transfer or exchange or Securities or Coupons, if any, appertaining thereto issued in lieu of mutilated, lost, destroyed or stolen Securities or Coupons shall not be obligations of the Issuer) and Section 5.1; and provided, further, that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Issuer within 91 days after the deposit, the entire indebtedness on all Securities of such series have been complied withand the Coupons, if any, appertaining thereto shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon Issuer Request. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the conditions set forth in this Section 12.1 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any events specified in Section 3.12(e) the Issuer and each Guarantor shall be obligated to make the payments in Dollars required by Section 3.12(e) to the extent that the Trustee under is unable to convert any Foreign Currency or currency unit in its possession pursuant to Section 7.07 and12.1(a)(ii) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, if money as the case may be. The Trustee shall return to the Issuer any nonconverted funds or securities in its possession after such payments have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survivemade.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except i) that have become due and payable, or (ii) by their terms are to become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the Securities of such series, or (iii) with respect to which this Section 4.1 is specified to be applicable pursuant to Section 3.1, and, so long as to any surviving rights no Event of registration Default shall be continuing, the Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when: (a1) either (1A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) any Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and 3.6, (ii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 11.6 and (iii) Securities and coupons of such series 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 the last paragraph of Section 11.0310.3) have been delivered to the such Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities not theretofore delivered to the Trustee for cancellation series described in (A) have become due and payable, or above (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantorand, in the case of (A), (Bi) or (Cii) abovebelow, any coupons appertaining thereto) not theretofore so delivered to the Trustee for the Securities of such series for cancellation: (i) the Company has deposited or caused to be deposited with the such Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series), sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series and any related coupons for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) 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 4.2, as the case may be; or (ii) the Company has deposited or caused to be deposited with such Trustee as obligations in trust such amount of Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.2, as the case may be; or (iii) the Company has deposited or caused to be deposited with such Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or Government Obligations; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or Securities of such series and any Guarantor; andrelated coupons; (c3) the Issuer Company 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 the entire Indebtedness indebtedness on all Securities of such series and any related coupons have been complied with. Notwithstanding ; and (4) if the Securities of such series and any related coupons are not to become due and payable at their Stated Maturity within one year of the date of such deposit or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Trustee as of the date of such deposit, then the Company shall have given, not later than the date of such deposit, an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y), since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. (b) Upon the satisfaction of the conditions set forth in this Section 4.1 with respect to all the Securities of all series, the terms and discharge conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the obligations Company, and the Holders of the Issuer Securities of such series and each Guarantor any related coupons shall look for payment only to the Trustee under Section 7.07 and, if money shall have been funds or obligations deposited with the Trustee pursuant to subclause Section 4.1(a)(1)(B); provided, however, that in no event shall the Company be discharged from (Bi) any payment obligations in respect of Securities of such series and any related coupons which are deemed not to be Outstanding under clause (c) of clause (2) of this Section, the definition thereof if such obligations continue to be valid obligations of the Company under applicable law, (ii) from any obligations under Sections 4.2(b), 6.7, 6.10 and 10.11 and (iii) from any obligations under Sections 3.5 and 3.6 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities and any related coupons shall not be obligations of the Company) and Sections 7.1 and 10.2; and provided, further, that in the event a petition for relief under the Bankruptcy Act of 1978 or Title 11 of the United States Code or a successor statute is filed and not discharged with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series and any related coupons shall not be discharged, and in such event the Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveCompany upon Company Request.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except i) that have become due and payable, or (ii) by their terms are to become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the Securities of such series, or (iii) with respect to which this Section 4.1 is specified to be applicable pursuant to Section 3.1, and, so long as to any surviving rights no Event of registration Default shall be continuing, the Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when: (a1) either (1A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) any Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and 3.6, (ii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 11.6 and (iii) Securities and coupons of such series 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 the last paragraph of Section 11.0310.3) have been delivered to the such Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities not theretofore delivered to the Trustee for cancellation series described in (A) have become due and payable, or above (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantorand, in the case of (A), (Bi) or (Cii) abovebelow, any coupons appertaining thereto) not theretofore so delivered to the Trustee for the Securities of such series for cancellation: (i) the Company has deposited or caused to be deposited with the such Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series), sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series and any related coupons for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) 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 4.2, as the case may be; or (ii) the Company has deposited or caused to be deposited with such Trustee as obligations in trust such amount of Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.2, as the case may be; or (iii) the Company has deposited or caused to be deposited with such Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or Government Obligations; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or Securities of such series and any Guarantor; andrelated coupons; (c3) the Issuer Company 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 the entire Indebtedness indebtedness on all Securities of such series and any related coupons have been complied with. Notwithstanding ; and (4) if the Securities of such series and any related coupons are not to become due and payable at their Stated Maturity within one year of the date of such deposit or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Trustee as of the date of such deposit, then the Company shall have given, not later than the date of such deposit, an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y), since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. (b) Upon the satisfaction of the conditions set forth in this Section 4.1 with respect to all the Securities of all series, the terms and discharge conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the obligations Company, and the Holders of the Issuer Securities of such series and each Guarantor any related coupons shall look for payment only to the Trustee under Section 7.07 and, if money shall have been funds or obligations deposited with the Trustee pursuant to subclause Section 4.1(a)(1)(B); PROVIDED, HOWEVER, that in no event shall the Company be discharged from (Bi) any payment obligations in respect of Securities of such series and any related coupons which are deemed not to be Outstanding under clause (c) of clause (2) of this Section, the definition thereof if such obligations continue to be valid obligations of the Company under applicable law, (ii) from any obligations under Sections 4.2(b), 6.7, 6.10 and 10.11 and (iii) from any obligations under Sections 3.5 and 3.6 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities and any related coupons shall not be obligations of the Company) and Sections 7.1 and 10.2; and PROVIDED, FURTHER, that in the event a petition for relief under the Bankruptcy Act of 1978 or Title 11 of the United States Code or a successor statute is filed and not discharged with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series and any related coupons shall not be discharged, and in such event the Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveCompany upon Company Request.

Satisfaction and Discharge of Securities of any Series. The Issuer Except as otherwise provided for the Securities of any series established pursuant to Section 3.1(15), the Company shall be deemed to have satisfied and discharged this Indenture with respect to the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)series, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and upon Company Request, shall execute proper instruments acknowledging such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessdischarge, when (a1) either (1A) all Outstanding Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.7 and (ii) Outstanding Securities of such series 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 11.0312.5) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such series described in sub-clause (A) above (other than the Securities referred to in the parenthetical phrase thereof) not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust an amount (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date Stated Maturity or any Redemption Date as contemplated by Section 12.3, as the case may be; or (ii) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.3, as the case may be; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series including all fees due to the Trustee under Section 7.6; (c3) 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 due satisfaction and discharge of this Indenture with respect to the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with; and (4) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series. Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the Outstanding Securities of any series, the terms and conditions with respect thereto set forth in this Indenture shall no longer be binding upon, or applicable to, the Company; provided, however, that the Company shall not be discharged from (a) any obligations under Sections 7.6 and 7.10 and (b) any obligations under Section 3.6 or 3.7 and Section 5.1; and provided, further, that in the event a petition for relief under the federal Bankruptcy Code or a successor statute is filed with respect to the Company within 91 days after the deposit, this Indenture with respect to the entire indebtedness on all Securities of such series have been complied with. Notwithstanding shall not be discharged, and in such event the satisfaction and discharge of this Indenture, the Trustee shall return such deposited funds or obligations of the Issuer and each Guarantor as it is then holding to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall surviveCompany upon Company Request.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, mutilated, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any GuarantorIssuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer is bound (c) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by and under the Issuer or any GuarantorSecurities; and (cd) the Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2a)(2) of this Section, the obligations of the Trustee under Section 5.03 Sections 5.07 and 5.08 and the last paragraph of Section 11.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration Default shall be continuing, the Senior Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon an Issuer Request and at the expense of the Issuer, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) either: (A) all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series 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 11.0310.03) have been delivered to the Senior Trustee for the Securities of such series for cancellation; or (2B) except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore so delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Senior Trustee for the giving Securities of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and such series for cancellation: (i) the Issuer or any Guarantorhas irrevocably deposited, in the case of (A), (B) or (C) above, has deposited or caused to be deposited deposited, with the Senior Trustee for the Securities of such series as trust funds in trust for the purpose an amount sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) and interest interest, if any, to the date Stated Maturity or any Redemption Date as contemplated by Section 4.02, as the case may be; or (ii) the Issuer has deposited, or caused to be deposited, with such Senior Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Senior Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest, if any, to the Stated Maturity or Redemption DateDate as contemplated by Section 4.02, as the case may be; or (iii) the Issuer has deposited, or caused to be deposited, with such Senior Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Senior Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds; (b2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of such series; (c3) the Issuer has delivered to the such Senior 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with. Notwithstanding ; (4) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Senior 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 Securities; and (5) if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Senior Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Senior 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 Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. (a) Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Senior Indenture, as applicable shall no longer be binding upon, or applicable to, the Issuer, and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Senior Trustee pursuant to Section 4.01(a)(1)(B); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and each Guarantor to the Trustee 6.10 and (iii) any obligations under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.Sections 3.04,

Satisfaction and Discharge of Securities of any Series. The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)series, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and upon Company Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a1) either (1A) all Outstanding Securities of such series 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date Stated Maturity or any Redemption Date as contemplated by Section 11.03, as the case may be; or (ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest to the Stated Maturity or any Redemption DateDate as contemplated by Section 11.03, as the case may be; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series; (c3) 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 due satisfaction and discharge of the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with; and (4) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series. Upon the satisfaction of the conditions set forth in this Section 11.01 with respect to all the Outstanding Securities of any series, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company, and the Holders of the Securities of such series shall look for payment only to the funds or obligations deposited with the Trustee pursuant to Section 11.01(1)(B); provided, however, that the Company shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof, if such obligations continue to be valid obligations of the Company under applicable law, (b) any obligations under Sections 8.07 and 8.10 and (c) any obligations under Section 3.05 or 3.06 (except that Securities of such series issued upon registration of transferor or exchange or Securities issued in lieu of mutilated, lost, destroyed or stolen Securities shall not be obligations of the Company) and Section 6.01; and provided further that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series have been complied with. Notwithstanding shall not be discharged, and in such event the satisfaction Trustee shall return such deposited funds or obligations as it is then holding to the Company upon Company Request, as applicable; and discharge provided further that if the Trustee or Paying Agent is unable to apply any money in accordance with Section 11.03 by reason of this Indentureany order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuer Company under this Indenture and each Guarantor the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 11.03, but if the Company makes any payment of interest on or principal of any Security following the reinstatement of its obligations, the Company shall be subrogated to the Trustee under Section 7.07 and, if rights of the Holders of such Securities to receive such payment from the money shall have been deposited with held by the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall surviveor Paying Agent.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, mutilated, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any GuarantorIssuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer is bound (c) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by and under the Issuer or any GuarantorSecurities; and (cd) the Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2a)(2) of this Section, the obligations of the Trustee under Section 5.03 Sections 5.07 and 5.08 and the last paragraph of Section 11.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except i) that have become due and payable, or (ii) by their terms are to become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the Securities of such series, or (iii) with respect to which this Section 4.1 is specified to be applicable pursuant to Section 3.1, and, so long as to any surviving rights no Event of registration of transfer or exchange of Securities herein expressly provided for)Default shall be continuing, and the TrusteeTrustee for the Securities of such series, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when: (a1) either (1A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) any Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and 3.6, (ii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 11.6 and (iii) Securities and coupons of such series 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 the last paragraph of Section 11.0310.3) have been delivered to the such Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities not theretofore delivered to the Trustee for cancellation series described in (A) have become due and payable, or above (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantorand, in the case of (A), (Bi) or (Cii) abovebelow, any coupons appertaining thereto) not theretofore so delivered to the Trustee for the Securities of such series for cancellation: (i) the Company has deposited or caused to be deposited with the such Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series), sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series and any related coupons for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) 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 4.2, as the case may be; or (ii) the Company has deposited or caused to be deposited with such Trustee as obligations in trust such amount of Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.2, as the case may be; or (iii) the Company has deposited or caused to be deposited with such Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or Government Obligations; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or Securities of such series and any Guarantor; andrelated coupons; (c3) the Issuer Company 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 the entire Indebtedness indebtedness on all Securities of such series and any related coupons have been complied with. Notwithstanding ; and (4) in the satisfaction and discharge case of Securities having a Stated Maturity more than one year from the date of deposit pursuant to (B) above, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the obligations applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such satisfaction and discharge and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (b) Upon the satisfaction of the Issuer conditions set forth in this Section 4.1 with respect to all the Securities of all series, the terms and each Guarantor conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company, and the Holders of the Securities of such series and any related coupons shall look for payment only to the Trustee under Section 7.07 and, if money shall have been funds or obligations deposited with the Trustee pursuant to subclause Section 4.1(a)(1)(B); provided, however, that in no event shall the Company be discharged from (Bi) any payment obligations in respect of Securities of such series and any related coupons which are deemed not to be Outstanding under clause (c) of clause (2) of this Section, the definition thereof if such obligations continue to be valid obligations of the Company under applicable law, (ii) from any obligations under Sections 4.2(b), 6.7 and 6.10 and Article XIII and (iii) from any obligations under Sections 3.5 and 3.6 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities and any related coupons shall not be obligations of the Company) and Sections 7.1 and 10.2; and provided, further, that in the event a petition for relief under the Bankruptcy Act of 1978 or Title 11 of the United States Code or a successor statute is filed and not discharged with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series and any related coupons shall not be discharged, and in such event the Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveCompany upon Company Request.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein of such series expressly provided for)for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Section 10.9) to have satisfied and discharged the entire indebtedness on all the Securities of any particular series and, and so long as no Event of Default shall be continuing, the Trustee, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) Either (A) all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and 3.6, (ii) Securities of such series 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 11.0310.3(e)) have been delivered to the Trustee for cancellation; or (2B) all Securities of such Securities series not theretofore so delivered to the Trustee for cancellation: (Ai) have become due and payable, ; or (Bii) will become due and payable at their Stated Maturity within one year, ; or (Ciii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer or any GuarantorCompany, in the case of clause (AB) (i), (Bii) or (Ciii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount amount, in the currency or currency unit in which the Securities of such series are payable, sufficient to pay and discharge the entire Indebtedness indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06)cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (b2) the Issuer or any Guarantor The Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any GuarantorSecurities of such series; and (c3) the Issuer 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor Company to the Trustee under Section 7.07 6.7 and to any Authenticating Agent under Section 6.13 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this SectionSection 4.1(a)(1)(B), the obligations of the Trustee under Section 5.03 4.2 and the last paragraph of Section 11.03 10.9(d) shall survive.

Satisfaction and Discharge of Securities of any Series. The Except as otherwise provided for the Securities of any series established pursuant to Section 3.1(18), the Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)and the Coupons, if any, appertaining thereto, and the Trustee, upon Issuer Request and at the expense of the IssuerIssuer and upon Issuer Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a1) either: (1A) all Outstanding Securities of such series theretofore authenticated authen- ticated and delivered and the Coupons, if any appertaining thereto (other than (i) any Securities of such series or Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.7 and (ii) Outstanding Securities of such series or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03Sections 4.4, 12.4 and 12.5) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series and the Coupons, if any, appertaining thereto, described in (A) above not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are denominated (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) hereof) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.3, as the case may be;; or (bii) the Issuer has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and the Coupons, if any, appertaining thereto, for unpaid principal (and premium, if any,) and interest to the Stated Maturity or any Guarantor Redemption Date as contemplated by Section 12.3, as the case may be. (2) the Issuer has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series and the Coupons, if any, appertaining thereto; (c3) 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 due satisfaction and discharge of the entire Indebtedness indebtedness on all Outstanding Securities of any such series and the Coupons, if any, appertaining thereto, have been complied with; and (4) if the Securities of such series and the Coupons, if any, appertaining thereto, are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 the Securities of such series and the Coupons, if any, appertaining thereto. Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the Outstanding Securities of any series and the Coupons, if any, appertaining thereto, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Issuer, and the Holders of the Securities of such series shall look for payment only to the funds or obligations deposited with the Trustee pursuant to Section 12.1(1)(b); provided, however, that the Issuer shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (c) of the definition thereof and the Coupons, if any, appertaining thereto, if such obligations continue to be valid obligations of the Issuer under applicable law, (b) any obligations under Sections 7.6 and 7.10, (c) any obligations under Section 3.6 or 3.7 (except that Securities of such series issued upon registration of transfer or exchange or Securities or Coupons, if any, appertaining thereto issued in lieu of mutilated, lost, destroyed or stolen Securities or Coupons shall not be obligations of the Issuer) and Section 5.1 and (d) any obligation to convert into shares of Capital Stock the Securities of any series, the terms of which provide for conversion; and provided further that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Issuer within 91 days after the deposit, the entire indebtedness on all Securities of such series have been complied withand the Coupons, if any, appertaining thereto shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon Issuer Request. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the conditions set forth in this Section 12.1 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any events specified in Section 3.12(e) the Issuer and each Guarantor shall be obligated to make the payments in Dollars required by Section 3.12(e) to the extent that the Trustee under is unable to convert any Foreign Currency or currency unit in its possession pursuant to Section 7.07 and12.1(1)(B) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, if money as the case may be. The Trustee shall return to the Issuer any non-converted funds or securities in its possession after such payments have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survivemade.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration of transfer or exchange of Securities herein expressly provided for)Default shall be continuing, and the Trustee, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when: (a1) either (1A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other 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 Xxxxxxx 000, (xx) any Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Xxxxxxx 000, (xxx) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.06 1107 and (iiiv) Securities and coupons of such series 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 the last paragraph of Section 11.031003) have been delivered to the Trustee for cancellation; or (2B) except as otherwise specified pursuant to Section 301 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above (and, in the case of (i), (ii) or (iii) below, any coupons appertaining thereto) not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the purpose Securities of such series and except as provided in Sections 311(b) and 311(d), in which case the deposit to be made with respect to Securities for which an amount election has occurred pursuant to Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen of such series and which have been replaced or paid as provided in Section 3.06), any related coupons for principal (and premium, if any) and interest interest, if any, to the date Stated Maturity, or any Redemption Date as contemplated by Section 402, as the case may be; or (ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series and any related coupons for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest, if any, to the Stated Maturity or any Redemption DateDate as contemplated by Section 402, as the case may be; or (iii) the Company has deposited or caused to be deposited with the Trustee such combination of trust funds or obligations in trust pursuant to (i) and (ii) above, respectively, as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue on such obligations in trust, be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons 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; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or Securities of such series and any Guarantor; andrelated coupons; (c3) 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 the entire Indebtedness indebtedness on all Securities of such series and any related coupons have been complied with. Notwithstanding ; and (4) if the Securities of such series and any related coupons are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series. (b) Upon the satisfaction of the conditions set forth in this Section 401 with respect to all the Securities of any series, the terms and discharge conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the obligations Company, and the Holders of the Issuer Securities of such series and each Guarantor any related coupons shall look for payment only to the Trustee under Section 7.07 and, if money shall have been funds or obligations deposited with the Trustee pursuant to subclause Section 401(a)(1)(B); provided, however, that in no event shall the Company be discharged from (Ba) any payment obligations in respect of Securities of such series and any related coupons which are deemed not to be Outstanding under clause (c) of clause (2) of this Section, the definition thereof if such obligations continue to be valid obligations of the Company under applicable law, (b) from any obligations under Sections 402(b), 607, 610 and 1008 and (c) from any obligations under Sections 304, 305 and 306 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, lost, destroyed or stolen Securities and any related coupons shall not be obligations of the Company) and Sections 311, 701 and 1002; and provided, further, that in the event a petition for relief under Title 11 of the United States Code or a successor statute is filed and not discharged with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series and any related coupons shall not be discharged, and in such event the Trustee under shall return such deposited funds or obligations as it is then holding to the Company upon Company Request. Notwithstanding the satisfaction of the conditions set forth in this Section 5.03 401 with respect to all the Securities of any series not payable in Dollars, upon the happening of any Conversion Event the Company shall be obligated to make the payments in Dollars required by Section 311(d) to the extent that the Trustee is unable to convert any Foreign Currency or currency unit in its possession pursuant to Section 401(a)(1)(B) into the Dollar equivalent of such Foreign Currency or currency unit, as the case may be. If, after the deposit referred to in Section 401 has been made, (x) the Holder of a Security is entitled to, and does, elect pursuant to Section 311(b) to receive payment in a currency or currency unit other than that in which the last paragraph of deposit pursuant to Section 11.03 401 was made, or (y) a Conversion Event occurs as contemplated in Section 311(d), then the indebtedness represented by such Security shall survivebe fully discharged to the extent that the deposit made with respect to such Security shall be converted into the currency or currency unit in which such Security is payable. The Trustee shall return to the Company any non-converted funds or securities in its possession after such payments have been made.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the TrusteeSubordinated Trustee for the Securities of such series, upon an Issuer Request and at the expense of the Issuer, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) either: (A) all Securities of such series theretofore authenticated and delivered (other than than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series 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 11.0310.03) have been delivered to the Subordinated Trustee for the Securities of such series for cancellation; or (2B) except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore so delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Subordinated Trustee for the giving Securities of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and such series for cancellation: (i) the Issuer or any Guarantorhas irrevocably deposited, in the case of (A), (B) or (C) above, has deposited or caused to be deposited deposited, with the Subordinated Trustee for the Securities of such series as trust funds in trust for the purpose an amount sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or Deferred Interest, if any, to the Stated Maturity Maturity, if any, or any Redemption DateDate as contemplated by Section 4.02, as the case may be;; or (bii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Subordinated Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or Redemption Date as contemplated by Section 4.02, as the case may be; or (iii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Subordinated Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or any Guarantor Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds. (2) the Issuer has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of such series; (c3) the Issuer has delivered to the such Subordinated 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with. Notwithstanding ; (4) if the Securities of such series are not to become due and payable at their Stated Maturity, if any, within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Subordinated 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 Securities; and (5) if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Subordinated Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Subordinated 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 Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Subordinated Indenture, as applicable shall no longer be binding upon, or applicable to, the Issuer, and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Subordinated Trustee pursuant to Section 4.01(a)(1)(B)(i)-(iii); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and each Guarantor to the Trustee 6.10 and (iii) any obligations under Section 7.07 andSections 3.04, if money 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Subordinated Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveIssuer upon an Issuer Request.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the TrusteeSubordinated Trustee for the Securities of such series, upon an Issuer Request and at the expense of the Issuer, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) either: (A) all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series 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 11.0310.03) have been delivered to the Subordinated Trustee for the Securities of such series for cancellation; or (2B) except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore so delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Subordinated Trustee for the giving Securities of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and such series for cancellation: (i) the Issuer or any Guarantorhas irrevocably deposited, in the case of (A), (B) or (C) above, has deposited or caused to be deposited deposited, with the Subordinated Trustee for the Securities of such series as trust funds in trust for the purpose an amount sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or Deferred Interest, if any, to the Stated Maturity Maturity, if any, or any Redemption DateDate as contemplated by Section 4.02, as the case may be;; or (bii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Subordinated Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or Redemption Date as contemplated by Section 4.02, as the case may be; or (iii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Subordinated Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or any Guarantor Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds. (2) the Issuer has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of such series; (c3) the Issuer has delivered to the such Subordinated 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with. Notwithstanding ; (4) if the Securities of such series are not to become due and payable at their Stated Maturity, if any, within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Subordinated 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 Securities; and (5) if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Subordinated Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Subordinated 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 Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Subordinated Indenture, as applicable shall no longer be binding upon, or applicable to, the Issuer, and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Subordinated Trustee pursuant to Section 4.01(a)(1)(B)(i)-(iii); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and each Guarantor to the Trustee 6.10 and (iii) any obligations under Section 7.07 andSections 3.04, if money 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Subordinated Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveIssuer upon an Issuer Request.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any GuarantorIssuer, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (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 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; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any GuarantorIssuer; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (Bii) of clause (21) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survivesurvive such satisfaction and discharge.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (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 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; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any Guarantor; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.

Satisfaction and Discharge of Securities of any Series. The Except as otherwise provided for the Securities of any series established pursuant to Section 3.1(r), the Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)and the Coupons, if any, appertaining thereto, and the Trustee, upon Issuer Request and at the expense of the IssuerIssuer and upon Issuer Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1i) all Outstanding Securities of such series theretofore authenticated and delivered and the Coupons, if any, appertaining thereto (other than (ia) any Securities of such series or Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.7 and (iib) Outstanding Securities of such series or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03Sections 4.4, 12.4 and 12.5) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are denominated (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) hereof) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.3, as the case may be;; or (B) the Issuer has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and the Coupons, if any, appertaining thereto, for unpaid principal (and premium, if any) and interest to the Stated Maturity or any Redemption Date as contemplated by Section 12.3, as the case may be. (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series and the Coupons, if any, appertaining thereto; (c) 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 due satisfaction and discharge of the entire Indebtedness indebtedness on all Outstanding Securities of any such series and the Coupons, if any, appertaining thereto, have been complied with; and (d) if the Securities of such series and the Coupons, if any, appertaining thereto are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 the Securities of such series and the Coupons, if any, appertaining thereto. Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the Outstanding Securities of any series and the Coupons, if any, appertaining thereto, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Issuer, and the Holders of the Securities of such series shall look for payment only to the funds or obligations deposited with the Trustee pursuant to Section 12.1(a)(ii); provided, however, that the Issuer shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (c) of the definition thereof and the Coupons, if any, appertaining thereto, if such obligations continue to be valid obligations of the -68- 76 Issuer under applicable law, (b) any obligations under Sections 7.6 and 7.10, and (c) any obligations under Section 3.6 or 3.7 (except that Securities of such series issued upon registration of transfer or exchange or Securities or Coupons, if any, appertaining thereto issued in lieu of mutilated, lost, destroyed or stolen Securities or Coupons shall not be obligations of the Issuer) and Section 5.1; and provided, further, that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Issuer within 91 days after the deposit, the entire indebtedness on all Securities of such series have been complied withand the Coupons, if any, appertaining thereto shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon Issuer Request. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the conditions set forth in this Section 12.1 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any events specified in Section 3.12(e) the Issuer and each Guarantor shall be obligated to make the payments in Dollars required by Section 3.12(e) to the extent that the Trustee under is unable to convert any Foreign Currency or currency unit in its possession pursuant to Section 7.07 and12.1(a)(ii) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, if money as the case may be. The Trustee shall return to the Issuer any nonconverted funds or securities in its possession after such payments have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survivemade.

Satisfaction and Discharge of Securities of any Series. The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request Company request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a1) eitherEither (1A) all All Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.6 and (ii) Securities of such series 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 the last paragraph of Section 11.0310.3) have been delivered to the Trustee canceled or for cancellation; or (2B) all All such Securities of such series not theretofore delivered to the Trustee canceled or for cancellation (Ai) have Have become due and payable, or (Bii) will Will become due and payable at their Stated Maturity within one year, or (Ciii) are 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 or any GuarantorCompany, in the case of (Ai), (B) ii), or (Ciii) 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 canceled or for cancellation (other than Securities which have been destroyedcancellation, lost or stolen and which have been replaced or paid as provided in Section 3.06), for including the principal of (and premium, if any) and interest on such Securities 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; (b2) the Issuer or any Guarantor The Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of such series; (c3) the Issuer 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.

Satisfaction and Discharge of Securities of any Series. The Issuer This Indenture shall cease to be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided for)for herein) with respect to all the Outstanding Securities of any particular series, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and upon Company Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessthis Indenture, when (a1) either (1A) all Outstanding Securities of such series 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore delivered to the Trustee for cancellation: (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to i. 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 or any Guarantor, in the case of (A), (B) or (C) above, Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date Stated Maturity or any Redemption Date as contemplated by Section 12.03, as the case may be; or ii. the Company has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.03, as the case may be; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series; (c3) 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 the entire Indebtedness indebtedness on all Outstanding Securities of any such series have been complied with; and (4) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series. Notwithstanding Upon the satisfaction of the conditions set forth in this Section 12.01 with respect to all the Outstanding Securities of any series, the terms and discharge conditions of this IndentureIndenture with respect to such series, shall no longer be binding upon, or applicable to, the Company; provided, however, that the Company shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof, if such obligations continue to be valid obligations of the Company under applicable law, (b) any obligations under Sections 8.07 and 8.08 and (c) any obligations under Section 3.05 or 3.06 (except that Securities of such series issued upon registration of transferor or exchange or Securities issued in lieu of mutilated, lost, destroyed or stolen Securities shall not be obligations of the Company) and Section 6.01; and provided further that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, this Indenture with respect to all Securities of such series shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations as it is then holding to the Company upon Company Request, as applicable; and provided further that if the Trustee or Paying Agent is unable to apply any money in accordance with Section 12.03 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuer Company under this Indenture and each Guarantor the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 12.03, but if the Company makes any payment of interest on or principal of any Security following the reinstatement of its obligations, the Company shall be subrogated to the Trustee under Section 7.07 and, if rights of the Holders of such Securities to receive such payment from the money shall have been deposited with held by the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall surviveor Paying Agent.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) 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 3.06 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 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (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 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; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any Guarantor; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (21) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.

Satisfaction and Discharge of Securities of any Series. The Issuer Except as otherwise provided for the Securities of any series established pursuant to Section 3.01(18), the Company and the Guarantor shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)and the Coupons, if any, appertaining thereto, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany and the Guarantor and upon Company Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a1) either (1A) all Outstanding Securities of such series theretofore authenticated and delivered and the Coupons, if any, appertaining thereto (other than (i) any Securities of such series or Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Outstanding Securities of such series or 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 11.0398 - 88 - Sections 5.03 and 11.04) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series and the Coupons, if any, appertaining thereto, described in (A) above not theretofore delivered to the Trustee for cancellation : (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for Company or the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Guarantor has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are denominated (except as otherwise specified pursuant to Section 3.01 for the purpose an amount Securities of such series and except as provided in Sections 3.11(b), 3.11(e) and 3.11(f) hereof) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or any Redemption DateDate as contemplated by Section 11.03, as the case may be; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any Guarantor; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survive.or

Satisfaction and Discharge of Securities of any Series. The Issuer Except as otherwise provided for the Securities of any series established pursuant to Section 57 3.01 (18), the Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)and the Coupons, if any, appertaining thereto, and the Trustee, upon Issuer Request and at the expense of the IssuerCompany upon Company Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a1) either (1A) all Outstanding Securities of such series theretofore authenticated and delivered and the Coupons, if any, appertaining thereto (other than (i) any Securities of such series or Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Outstanding Securities of such series or 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 11.03Sections 5.03 and 11.04) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series and the Coupons, if any, appertaining thereto, described in (A) above not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, Company has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are denominated (except as otherwise specified pursuant to Section 3.01 for the purpose an amount Securities of such series and except as provided in Sections 3.11(b), 3.11(e) and 3.11(f) hereof) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date Stated Maturity or any Redemption Date as contemplated by Section 11.03, as the case may be; or (ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series and the Coupons, if any, appertaining thereto, for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest to the Stated Maturity or any Redemption DateDate as contemplated by Section 11.03, as the case may be; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series and the Coupons, if any, appertaining thereto; (c3) 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 due satisfaction and discharge of the entire Indebtedness indebtedness on all Outstanding Securities of any such series and the Coupons, if any, appertaining thereto, have been complied with; and 58 (4) if the Securities of such series and the Coupons, if any, appertaining thereto, are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of the Securities of such series and the Coupons, if any, appertaining thereto. Upon the satisfaction of the conditions set forth in this Section 11.01 with respect to all the Outstanding Securities of any series and the Coupons, if any, appertaining thereto, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company, and the Holders of the Securities of such series shall look for payment only to the funds or obligations deposited with the Trustee pursuant to Section 11.01(1)(B); provided, however, that the Company shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (c) of the definition thereof and the Coupons, if any, appertaining thereto, if such obligations continue to be valid obligations of the Company under applicable law, (b) any obligations under Sections 8.07 and 8.10 and (c) any obligations under section 3.05 or 3.06 (except that Securities of such series issued upon registration of transfer or exchange or Securities or Coupons, if any, appertaining thereto issued in lieu of mutilated, lost, destroyed or stolen Securities or Coupons shall not be obligations of the Company) and Section 6.01; and provided further that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series have been complied withand the Coupons, if any, appertaining thereto shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations as it is then holding to the Company upon Company Request, as applicable; and provided further that if the Trustee or Paying Agent is unable to apply any money in accordance with Section 11.03 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 11.03, but if the Company makes any payment of interest on or principal of any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor conditions set forth in this Section 11.01 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any event specified in Section 3.11(e) the Company shall be obligated to make the payments in Dollars required by Section 3.11(e) to the Trustee under Section 7.07 and, if money shall have been deposited with extent that the Trustee is unable to convert any Foreign Currency or currency unit in its possession pursuant to subclause Section 11.01(1) (B) of clause (2) of this Section, into the obligations Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, as the case may be. The Trustee under Section 5.03 and shall return to the last paragraph of Section 11.03 shall surviveCompany any non-converted funds or securities in its possession after such payments have been made.

Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) 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 3.06 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 11.0310.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any GuarantorIssuer, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (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 Principal (and 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; (b) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Issuer or any GuarantorIssuer; and (c) 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 the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations Obligations of the Issuer and each Guarantor to the Trustee under Section 7.07 6.07 or to any Authenticating Agent under Section 3.03 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations Obligations of the Trustee under Section 5.03 4.07 and the last paragraph of Section 11.03 10.03 shall survive.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except i) that have become due and payable, or (ii) by their terms are to become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the Securities of such series, or (iii) with respect to which this Section 4.1 is specified to be applicable pursuant to Section 3.1, and, so long as to any surviving rights no Event of registration Default shall be continuing, the Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when: (a1) either (1A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) any Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and 3.6, (ii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 11.6 and (iii) Securities and coupons of such series 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 the last paragraph of Section 11.0310.3) have been delivered to the such Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities not theretofore delivered to the Trustee for cancellation series described in (A) have become due and payable, or above (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantorand, in the case of (A), (Bi) or (Cii) abovebelow, any coupons appertaining thereto) not theretofore so delivered to the Trustee for the Securities of such series for cancellation: (i) the Company has deposited or caused to be deposited with the such Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series), sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series and any related coupons for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) 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 4.2, as the case may be; or (ii) the Company has deposited or caused to be deposited with such Trustee as obligations in trust such amount of Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.2, as the case may be; or (iii) the Company has deposited or caused to be deposited with such Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or Government Obligations; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or Securities of such series and any Guarantor; andrelated coupons; (c3) the Issuer Company 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 the entire Indebtedness indebtedness on all Securities of such series and any related coupons have been complied with. Notwithstanding ; and (4) if the Securities of such series and any related coupons are not to become due and payable at their Stated Maturity within one year of the date of such deposit or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Trustee as of the date of such deposit, then the Company shall have given, not later than the date of such deposit, an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y), since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. (b) Upon the satisfaction of the conditions set forth in this Section 4.1 with respect to all the Securities of all series, the terms and discharge conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the obligations Company, and the Holders of the Issuer Securities of such series and each Guarantor any related coupons shall look for payment only to the Trustee under Section 7.07 and, if money shall have been funds or obligations deposited with the Trustee pursuant to subclause Section 4.1(a)(1)(B); provided, however, that in no event shall the Company be discharged from (Bi) any payment obligations in respect of Securities of such series and any related coupons which are deemed not to be Outstanding under clause (c) of clause (2) of this Section, the definition thereof if such obligations continue to be valid obligations of the Company under applicable law, (ii) from any obligations under Sections 4.2(b), 6.7, 6.10 and 10.11 and (iii) from any obligations under Sections 3.5 and 3.6 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities and any related coupons shall not be obligations of the Company) and Sections 7.1 and 10.2; and provided, further, that in the event a petition for relief under the Bankruptcy Act of 1978 or Title 11 of the United States Code or a successor statute is filed and not discharged with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series and any related coupons shall not be discharged, and in such event the Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveCompany upon Company Request.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration Default, Payment Default, Perpetual Security Default or Payment Event shall be continuing, the Subordinated Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon an Issuer Request from the Issuer and at the expense of the Issuer, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) either: (A) all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series 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 11.0310.03) have been delivered to the Subordinated Trustee for the Securities of such series for cancellation; or (2B) except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore so delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Subordinated Trustee for the giving Securities of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and such series for cancellation: (i) the Issuer or any Guarantorhas irrevocably deposited, in the case of (A), (B) or (C) above, has deposited or caused to be deposited deposited, with the Subordinated Trustee for the Securities of such series as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the purpose Securities of such series and subject as to currency to Sections 3.11(b), 3.11(d) and 3.11(e), in which case the deposit to be made with respect to Securities for which an amount election has occurred pursuant to Section 3.11(b) or a Conversion Event has occurred as provided in Sections 3.11(d) and 3.11(e) shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or Deferred Interest, if any, to the Stated Maturity Maturity, if any, or any Redemption Date as contemplated by Section 4.02, as the case may be; or (ii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Subordinated Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or Redemption DateDate as contemplated by Section 4.02, as the case may be; (biii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Subordinated Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any to the extent provided for in a Board Resolution or supplemental indenture executed pursuant to Section 3.01, to the Stated Maturity, if any, or any Guarantor Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds; or (iv) such Securities are converted or exchanged for Preference Shares in accordance with Article Fourteen and the applicable supplemental indenture for each series of such Securities. (2) the Issuer has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of such series; (c3) the Issuer has delivered to the such Subordinated 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with; (4) except in the circumstances set out in Section 4.01(a)(1)(B)(iv), if the Securities of such series are not to become due and payable at their Stated Maturity, if any, within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Subordinated 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 Securities; and (5) except in the circumstances set out in Section 4.01(a)(1)(B)(iv), if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Subordinated Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Subordinated 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 Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Subordinated Indenture, as applicable, shall no longer be binding upon, or applicable to, the Issuer and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Subordinated Trustee pursuant to Section 4.01(a)(1)(B)(i)-(iii); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and 6.10 and (iii) any obligations under Sections 3.04, 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Subordinated Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon an Issuer Request. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the conditions set forth in this Section 4.01 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any Conversion Event the indebtedness represented by such Securities shall be converted from the currency or currency unit in which such Security is payable into Dollars at the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit and the Issuer and each Guarantor shall be obligated to make the payments in Dollars (or such other currency as set out in Section 3.11(e)) required by Section 3.11(d) or 3.11(e) to the Trustee under Section 7.07 and, if money shall have been extent that the Currency Determination Agent is unable to convert any Foreign Currency or currency unit so deposited with the Subordinated Trustee pursuant to subclause (BSection 4.01(a)(1)(B)(i)-(iii) of clause (2) of this Section, into the obligations Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, as the case may be. The Subordinated Trustee under Section 5.03 and for such series of Securities shall return to the last paragraph of Section 11.03 shall surviveIssuer any non-converted funds or securities in its possession after such payments have been made.

Satisfaction and Discharge of Securities of any Series. The Except as otherwise provided for the Securities of any series established pursuant to Section 3.1(18), the Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Outstanding Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for)and the Coupons, if any, appertaining thereto, and the Trustee, upon Issuer Request and at the expense of the IssuerIssuer and upon Issuer Request, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a1) either: (1A) all Outstanding Securities of such series theretofore authenticated and delivered and the Coupons, if any appertaining thereto (other than (i) any Securities of such series or Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 3.7 and (ii) Outstanding Securities of such series or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03Sections 4.4, 12.4 and 12.5) have been delivered to the Trustee for cancellation; or (2B) with respect to all Outstanding Securities of such Securities series and the Coupons, if any, appertaining thereto, described in (A) above not theretofore delivered to the Trustee for cancellation: (Ai) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are denominated (except as otherwise specified pursuant to Section 3.1 for the purpose an amount Securities of such series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) hereof) sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), of such series for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or any Redemption DateDate as contemplated by Section 12.3, as the case may be;; or (bii) the Issuer has deposited or caused to be deposited with the Trustee as obligations in trust such amount of Government Obligations as will, in a written opinion of independent public accountants delivered to the Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and the Coupons, if any, appertaining thereto, for unpaid principal (and premium, if any,) and interest to the Stated Maturity or any Guarantor Redemption Date as contemplated by Section 12.3, as the case may be. (2) the Issuer has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andOutstanding Securities of such series and the Coupons, if any, appertaining thereto; (c3) 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 due satisfaction and discharge of the entire Indebtedness indebtedness on all Outstanding Securities of any such series and the Coupons, if any, appertaining thereto, have been complied with; and (4) if the Securities of such series and the Coupons, if any, appertaining thereto, are not to become due and payable at their Stated Maturity within one year of the date of such deposit 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 the Securities of such series and the Coupons, if any, appertaining thereto. Upon the satisfaction of the conditions set forth in this Section 12.1 with respect to all the Outstanding Securities of any series and the Coupons, if any, appertaining thereto, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Issuer, and the Holders of the Securities of such series shall look for payment only to the funds or obligations deposited with the Trustee pursuant to Section 12.1(1)(b); provided, however, that the Issuer shall not be discharged from (a) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (c) of the definition thereof and the Coupons, if any, appertaining thereto, if such obligations continue to be valid obligations of the Issuer under applicable law, (b) any obligations under Sections 7.6 and 7.10, (c) any obligations under Section 3.6 or 3.7 (except that Securities of such series issued upon registration of transfer or exchange or Securities or Coupons, if any, appertaining thereto issued in lieu of mutilated, lost, destroyed or stolen Securities or Coupons shall not be obligations of the Issuer) and Section 5.1 and (d) any obligation to convert into shares of Capital Stock the Securities of any series, the terms of which provide for conversion; and provided further that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Issuer within 91 days after the deposit, the entire indebtedness on all Securities of such series have been complied withand the Coupons, if any, appertaining thereto shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations as it is then holding to the Issuer upon Issuer Request. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the conditions set forth in this Section 12.1 with respect to all the Securities of any series not denominated in Dollars, upon the happening of any events specified in Section 3.12(e) the Issuer and each Guarantor shall be obligated to make the payments in Dollars required by Section 3.12(e) to the extent that the Trustee under is unable to convert any Foreign Currency or currency unit in its possession pursuant to Section 7.07 and12.1(1)(B) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, if money as the case may be. The Trustee shall return to the Issuer any non-converted funds or securities in its possession after such payments have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the obligations of the Trustee under Section 5.03 and the last paragraph of Section 11.03 shall survivemade.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness on indebtedness an all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration Default shall be continuing, the Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a1) either (1A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 306 and (ii) Securities of such series 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 11.031003) have been delivered to the Trustee for cancellation; or (2B) all Outstanding Securities of such Securities series not described in Subclause (A) of this Subsection (a) (1) and not theretofore delivered to the Trustee for cancellation cancellation (Ai) have become due and payable, or or (Bii) will become due and payable at their Stated Maturity within one year, or or (Ciii) 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 or any GuarantorCompany, in the case of (Ai), (B) ii), or (Ciii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness indebtedness on such Outstanding Securities not theretofore delivered to the Trustee for cancellation (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 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 becancellation; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by the Issuer or any GuarantorCompany with respect to the Outstanding Securities of such series, including, without limitation, the fees and estimated expenses of the Trustee through and including the latest date of payment of such Securities to the Holders thereof; and (c3) 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 the entire Indebtedness on indebtedness of all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor Company to the Trustee under Section 7.07 607, 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 (21) of this Section, the obligations of the Trustee under Section 5.03 402 and the last paragraph of Section 11.03 1003 shall survive.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the TrusteeSubordinated Trustee for the Securities of such series, upon an Issuer Request and at the expense of the Issuer, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) either: (A) all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series 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 11.0310.03) have been delivered to the Subordinated Trustee for the Securities of such series for cancellation; or (2B) except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore so delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Subordinated Trustee for the giving Securities of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and such series for cancellation: (i) the Issuer or any Guarantorhas irrevocably deposited, in the case of (A), (B) or (C) above, has deposited or caused to be deposited deposited, with the Subordinated Trustee for the Securities of such series as trust funds in trust for the purpose an amount sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or Deferred Interest, if any, to the Stated Maturity Maturity, if any, or any Redemption Date as contemplated by Section 4.02, as the case may be; or (ii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Subordinated Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or Redemption DateDate as contemplated by Section 4.02, as the case may be; (biii) the Issuer has deposited, or caused to be deposited, with such Subordinated Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Subordinated Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest and Deferred Interest, if any, to the Stated Maturity, if any, or any Guarantor Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds; or (iv) such Securities are converted or exchanged for Preference Shares in accordance with Article Fourteen and the applicable supplemental indenture for each series of such Securities. (2) the Issuer has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of such series; (c3) the Issuer has delivered to the such Subordinated 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with. Notwithstanding ; (4) except in the circumstances set out in Section 4.01(a)(1)(B)(iv), if the Securities of such series are not to become due and payable at their Stated Maturity, if any, within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Subordinated 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 Securities; and (5) except in the circumstances set out in Section 4.01(a)(1)(B)(iv), if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Subordinated Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Subordinated 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 Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Subordinated Indenture, as applicable shall no longer be binding upon, or applicable to, the Issuer, and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Subordinated Trustee pursuant to Section 4.01(a)(1)(B)(i)-(iii); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and each Guarantor to the Trustee 6.10 and (iii) any obligations under Section 7.07 andSections 3.04, if money 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Subordinated Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveIssuer upon an Issuer Request.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration Default shall be continuing, the Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when: (a1) either (1A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other 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 Sectxxx 000, (xx) xxx Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Sectxxx 000, (xxx) xxxpons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender is not required as provided in Section 3.06 1107 and (iiiv) Securities and coupons of such series 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 the last paragraph of Section 11.031003) have been delivered to the such Trustee for cancellation; or (2B) except as otherwise specified pursuant to Section 301 for the Securities of such series, with respect to all Outstanding Securities of such Securities not theretofore delivered to the Trustee for cancellation series described in (A) have become due and payable, or above (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantorand, in the case of (A), (Bi) or (Cii) abovebelow, any coupons appertaining thereto) not theretofore so delivered to the Trustee for the Securities of such series for cancellation: (i) the Company has deposited or caused to be deposited with such Trustee, or in a trust fund established pursuant to a trust agreement in form and substance satisfactory to the Trustee Trustee, as trust funds in trust an amount in the currency or currency unit in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the purpose Securities of such series and except as provided in Sections 311(b), 311(d) and 311(e), in which case the deposit to be made with respect to Securities for which an amount election has occurred pursuant to Section 311(b), or a Conversion Event has occurred as provided in Sections 311(d) and 311(e), shall be made in the currency or currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been destroyed, lost or stolen of such series and which have been replaced or paid as provided in Section 3.06), any related coupons for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or if any, to the Stated Maturity or any Redemption DateDate as contemplated by Section 402, as the case may be; or (ii) the Company has deposited or caused to be deposited with such Trustee, or in a trust fund established pursuant to a trust agreement in form and substance satisfactory to the Trustee, as obligations in trust such amount of Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series and any related coupons 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 Company has deposited or caused to be deposited with such Trustee, or in a trust fund established pursuant to a trust agreement in form and substance satisfactory to the Trustee, in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or Government Obligations; (b2) the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or Securities of such series and any Guarantor; andrelated coupons; (c3) the Issuer Company 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 the entire Indebtedness indebtedness on all Securities of such series and any related coupons have been complied with. Notwithstanding ; (4) if the Securities of such series and any related coupons are not to become due and payable at their Stated Maturity within one year of the date of such deposit or may not be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Trustee as of the date of such deposit, then the Company shall have given, not later than the date of such deposit, notice of such deposit to the Holders of such Securities; and (5) if the conditions set forth in Section 401 (a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 301 for the Securities of such series, the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the 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 Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. (b) Upon the satisfaction of the conditions set forth in this Section 401 with respect to all the Securities of any series, the terms and conditions of the Securities of such series including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the obligations Company and the Holders of the Issuer Securities of such series and each Guarantor any related coupons shall look for payment only to the Trustee under Section 7.07 and, if money shall have been funds or obligations deposited with the Trustee pursuant to subclause Section 401 (Ba)(1)(B) or in a trust fund established pursuant to Section 401 (a)(1)(B) ; provided, however, that in no event shall the Company be discharged from (i) any payment obligations in respect of Securities of such series and any related coupons which are deemed not to be Outstanding under clause (3) of clause (2) of this Section, the definition thereof if such obligations continue to be valid obligations of the Company under applicable law, (ii) from any obligations under Sections 402(b), 607, 610 and 1008 and (iii) from any obligations under Sections 304, 305 and 306 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities and any related coupons shall not be obligations of the Company) and Sections 311, 516, 701 and 1002; and provided, further, that in the event a petition seeking relief under any applicable bankruptcy law is filed and not discharged with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series and any related coupons shall not be discharged, and in such event the Trustee under shall return such deposited funds or obligations as it is then holding to the Company upon Company Request. Notwithstanding the satisfaction of the conditions set forth in this Section 5.03 and 401 with respect to all the last paragraph Securities of any series not denominated in Dollars, upon the happening of any Conversion Event the Company shall be obligated to make the payments in Dollars required by Section 11.03 311 (d) to the extent that the Currency Determination Agent is unable to convert any Foreign Currency or currency unit in its possession pursuant to Section 401(a)(1)(B) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit as the case may be. If, after the deposit referred to in Section 401 has been made, a Conversion Event occurs as contemplated in Section 311(d) or 311(e), then the indebtedness represented by such Security shall survivebe fully discharged if the deposit made with respect to such Security shall be converted into the currency or currency unit in which such Security is payable at the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit. The Trustee for such series of Securities shall return to the Company any non-converted funds or securities in its possession after such payments have been made.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration Default shall be continuing, the Senior Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon an Issuer Request and at the expense of the Issuer, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) either: (1) either: (A) all Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series 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 11.0310.03) have been delivered to the Senior Trustee for the Securities of such series for cancellation; or (2B) except as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such Securities series described in (A) above not theretofore so delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Senior Trustee for the giving Securities of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and such series for cancellation: such series; (i) the Issuer or any Guarantorhas irrevocably deposited, in the case of (A), (B) or (C) above, has deposited or caused to be deposited deposited, with the Senior Trustee for the Securities of such series as trust funds in trust for the purpose an amount sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire Indebtedness indebtedness on all such Outstanding Securities not theretofore delivered to the Trustee of such series for cancellation (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for unpaid principal (and premium, if any) and interest interest, if any, to the date Stated Maturity or any Redemption Date as contemplated by Section 4.02, as the case may be; or (ii) the Issuer has deposited, or caused to be deposited, with such Senior Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced by a Certificate of a Firm of Independent Public Accountants delivered to such Senior Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such deposit series for unpaid principal (in the case of Securities which have become due and payablepremium, if any) or and interest, if any, to the Stated Maturity or Redemption DateDate as contemplated by Section 4.02, as the case may be; or (iii) the Issuer has deposited, or caused to be deposited, with such Senior Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Senior Trustee verifying that such combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds; (b2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder by with respect to the Issuer or any Guarantor; andSecurities of (c3) the Issuer has delivered to the such Senior 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 the entire Indebtedness indebtedness on all Securities of such series have been complied with. Notwithstanding ; (4) if the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of a deposit pursuant to Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Senior 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 Securities; and (5) if the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Issuer has delivered to the Senior Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Senior 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 Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred. (a) Upon the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the Securities of such series, including the terms and conditions with respect thereto set forth in this Senior Indenture, as applicable shall no longer be binding upon, or applicable to, the Issuer, and the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Senior Trustee pursuant to Section 4.01(a)(1)(B); provided, however, that in no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations under Sections 4.02(b), 6.07 and each Guarantor to the Trustee 6.10 and (iii) any obligations under Section 7.07 andSections 3.04, if money 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Securities shall have been deposited with the Trustee pursuant to subclause (B) of clause (2) of this Section, the not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Senior Trustee under Section 5.03 and shall return such deposited funds or obligations as it is then holding to the last paragraph of Section 11.03 shall surviveIssuer upon an Issuer Request.

Satisfaction and Discharge of Securities of any Series. (a) The Issuer Company shall be deemed to have satisfied and discharged the entire Indebtedness indebtedness on all the Securities of any particular series (except and, so long as to any surviving rights no Event of registration Default shall be continuing, the Trustee for the Securities of transfer or exchange of Securities herein expressly provided for), and the Trusteesuch series, upon Issuer Company Request and at the expense of the IssuerCompany, shall execute such proper instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtednessindebtedness, when (a) 1. either (1A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 306 and (ii) Securities of such series 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 11.031003) have been delivered to the Trustee for cancellation; or (2B) all Outstanding Securities of such Securities series not described in Subclause (A) of this Subsection (a)(1) and not theretofore delivered to the Trustee for cancellation cancellation (Ai) have become due and payable, or or (Bii) will become due and payable at their Stated Maturity within one year, or or (Ciii) 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 or any GuarantorCompany, in the case of (Ai), (B) ii), or (Ciii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire Indebtedness indebtedness on such Outstanding Securities not theretofore delivered to the Trustee for cancellation (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 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 becancellation; (b) 2. the Issuer or any Guarantor Company has paid or caused to be paid all other sums payable hereunder by the Issuer or any GuarantorCompany with respect to the Outstanding Securities of such series; and (c) 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 the entire Indebtedness on indebtedness of all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and each Guarantor Company to the Trustee under Section 7.07 607, 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 (21) of this Section, the obligations of the Trustee under Section 5.03 402 and the last paragraph of Section 11.03 1003 shall survive.