Common use of Satisfaction and Discharge of the Notes Clause in Contracts

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparties; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparties; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap CounterpartiesCounterparty; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparties; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. The Notes, or any portion of the principal amount thereof, shall be deemed to have been paid and no longer outstanding for all purposes of this Indenture, and the entire Indebtedness of the Issuer in respect thereof shall be satisfied and discharged, if there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Issuer), in trust: (a) money in an amount which shall be sufficient, or (b) in the case of a deposit made prior to the maturity of the Notes or portions thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or (c) a combination of (a) or (b) which shall be sufficient, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on the Notes or portions thereof; provided, however, that in the case of the provision for payment or redemption of less than all the Notes, such Notes or portions thereof shall have been selected by the Trustee (in the case of Definitive Notes) or in accordance with the Applicable Procedures (in the case of Global Notes) as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable written direction shall have been given by the Issuer to the Trustee to give such notice, under arrangements satisfactory to the Trustee; provided, further, that the Issuer shall have delivered to the Trustee and such Paying Agent: (1) if such deposit shall have been made prior to the maturity of the Notes, an Issuer’s Order stating that the money and Eligible Obligations deposited in accordance with this Section 11.01 shall be held in trust, as provided in Section 11.03 hereof; (2) if Eligible Obligations shall have been deposited, an Opinion of Counsel that the obligations so deposited constitute Eligible Obligations and do not contain provisions permitting the redemption or other prepayment at the option of the Issuer thereof, and an opinion of an independent public accountant or a firm of independent public accountants, selected by the Issuer and as reasonably acceptable to the Trustee, to the effect that the requirements set forth in clause (b) above have been satisfied; and (3) if such deposit shall have been made prior to the maturity of the Notes, (i) an Officer’s Certificate stating the Issuer’s intention that, upon delivery of such Officer’s Certificate, its Indebtedness in respect of such Notes or portions thereof will have been satisfied and discharged as contemplated in this Section 11.01, and (ii) an Opinion of Counsel to the effect that, as a result of a change in law occurring or a ruling of the U.S. Internal Revenue Service issued after the date of issuance of such Notes, the Holders of such Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof and will be subject to U.S. federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. Upon satisfaction the deposit of money or Eligible Obligations, or both, in accordance with this Section 11.01, together with the documents required by clauses (1), (2) and (3) above, the Trustee shall, upon receipt of an Issuer’s Order, acknowledge in writing that the Notes or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire Indebtedness of the Issuer in respect thereof has been satisfied and discharged as contemplated in this Section 11.01. In the event that all of the conditions set forth in subsection (b) belowthe preceding paragraph shall have been satisfied in respect of the Notes or portions thereof except that, for any reason, the Officer’s Certificate and Opinion of Counsel specified in clause (3) shall not have been delivered, such Notes or portions thereof shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders of such Notes or portions thereof shall nevertheless be no longer entitled to the benefits of this Indenture or of any of the covenants under Article IV (except the covenants contained in Sections 4.01 and 4.02 hereof), but the Indebtedness of the Issuer in respect of such Notes or portions thereof shall not be deemed to have been satisfied and discharged prior to maturity for any other purpose, and the Holders of such Notes or portions thereof shall continue to be entitled to look to the Issuer for payment of the Indebtedness represented thereby; and, upon an Issuer’s Order, the Trustee shall acknowledge in writing that such Notes or portions thereof are deemed to have been paid for all purposes of this Indenture. If payment at maturity of less than all of the Notes is to be provided for in the manner and with the effect provided in this Section 11.01, the Trustee (in the case of Definitive Notes) shall select such Notes, or portions of principal amount thereof, in the manner specified by Section 3.02 hereof for selection for redemption of less than all the Notes, or (in the case of Global Notes) such selection of such Notes or portions of principal amount thereof to be redeemed shall be made in accordance with the Applicable Procedures. In the event that Notes which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which the Issuer’s Indebtedness shall have been satisfied and discharged discharged, all as provided in this Section 11.01, do not mature and are not to be redeemed within the entire indebtedness on all 60-day period commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid, the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes to the effect that such deposit has been made and the effect thereof. Notwithstanding that the Notes Outstanding, and the provisions shall be deemed to have been paid for purposes of this Indenture, as it relates to such Notesaforesaid, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with and the Trustee in respect to of the Notes under Sections 2.52.02, 2.62.03, 3.2 2.07, 3.03, 4.01, 4.02, 7.02, 7.06 hereof and 3.3 hereof; (iii) this Article XI shall survive. The Issuer shall pay, and shall indemnify the obligations Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as provided in this Section 11.01 against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of the Issuer such Eligible Obligations, including any such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. Anything herein to the Indenture Trustee under Section 6.7 hereof; and (iv) the rightscontrary notwithstanding, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) if, at any time after the Issuer has deposited or caused Notes would be deemed to be deposited irrevocably (except as provided in Section 4.4 hereof) with have been paid for purposes of this Indenture, and, if such is the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely tocase, the benefit of the Holders of the Notes, which, through the payment of interest and principal Issuer’s Indebtedness in respect thereof in accordance with their terms will providewould be deemed to have been satisfied or discharged, not later than one day prior pursuant to this Section 11.01 (without regard to the due date provisions of this paragraph), the Trustee or any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interestPaying Agent, as the case may be, and shall be required to pay any amounts then due and payable return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Swap Counterparties; (ii) Issuer or its representative under any applicable federal or state bankruptcy, insolvency or other similar law, such deposit will Note shall thereupon be deemed retroactively not result in a breach or violation of, or constitute an event of default under, to have been paid and any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Notes pursuant shall be deemed to this Section 4.2 will not cause remain outstanding, and (ii) any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Issuer’s Indebtedness in respect of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything shall be subject to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in provisions of Section 10.111.03 hereof.

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap CounterpartiesCounterparty; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap CounterpartiesCounterparty; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. The Notes, or any portion of the principal amount thereof, shall be deemed to have been paid and no longer outstanding for all purposes of this Indenture, and the entire Indebtedness of the Issuer in respect thereof shall be satisfied and discharged, if there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Issuer), in trust: (a) money in an amount which shall be sufficient, or (b) in the case of a deposit made prior to the maturity of the Notes or portions thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or (c) a combination of (a) or (b) which shall be sufficient, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on the Notes or portions thereof; provided, however, that in the case of the provision for payment or redemption of less than all the Notes, such Notes or portions thereof shall have been selected by the Trustee (in the case of Definitive Notes) or in accordance with the Applicable Procedures (in the case of Global Notes) as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable written direction shall have been given by the Issuer to the Trustee to give such notice, under arrangements satisfactory to the Trustee; provided, further, that the Issuer shall have delivered to the Trustee and such Paying Agent: (1) if such deposit shall have been made prior to the maturity of the Notes, an Issuer’s Order stating that the money and Eligible Obligations deposited in accordance with this Section 11.01 shall be held in trust, as provided in Section 11.03 hereof; (2) if Eligible Obligations shall have been deposited, an Opinion of Counsel that the obligations so deposited constitute Eligible Obligations and do not contain provisions permitting the redemption or other prepayment at the option of the issuer thereof, and an opinion of an independent public accountant or a firm of independent public accountants, selected by the Issuer and as reasonably acceptable to the Trustee, to the effect that the requirements set forth in clause (b) above have been satisfied; and (3) if such deposit shall have been made prior to the maturity of the Notes, (i) an Officer’s Certificate stating the Issuer’s intention that, upon delivery of such Officer’s Certificate, its Indebtedness in respect of such Notes or portions thereof will have been satisfied and discharged as contemplated in this Section 11.01, and (ii) an Opinion of Counsel to the effect that, as a result of a change in law occurring or a ruling of the U.S. Internal Revenue Service issued after the date of issuance of such Notes, the Holders of such Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof and will be subject to U.S. federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. Upon satisfaction the deposit of money or Eligible Obligations, or both, in accordance with this Section 11.01, together with the documents required by clauses (1), (2) and (3) above, the Trustee shall, upon receipt of an Issuer’s Order, acknowledge in writing that the Notes or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire Indebtedness of the Issuer in respect of the Notes or portions thereof has been satisfied and discharged as contemplated in this Section 11.01. In the event that all of the conditions set forth in subsection (b) belowthe preceding paragraph shall have been satisfied in respect of the Notes or portions thereof except that, for any reason, the Officer’s Certificate and Opinion of Counsel specified in clause (3) shall not have been delivered, such Notes or portions thereof shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders of such Notes or portions thereof shall nevertheless be no longer entitled to the benefits of this Indenture or of any of the covenants under Article IV (except the covenants contained in Sections 4.01 and 4.02 hereof), but the Indebtedness of the Issuer in respect of such Notes or portions thereof shall not be deemed to have been satisfied and discharged prior to maturity for any other purpose, and the Holders of such Notes or portions thereof shall continue to be entitled to look to the Issuer for payment of the Indebtedness represented thereby; and, upon an Issuer’s Order, the Trustee shall acknowledge in writing that such Notes or portions thereof are deemed to have been paid for all purposes of this Indenture. If payment at maturity of less than all of the Notes is to be provided for in the manner and with the effect provided in this Section 11.01, the Trustee (in the case of Definitive Notes) shall select such Notes, or portions of principal amount thereof, in the manner specified by Section 3.02 hereof for selection for redemption of less than all the Notes, or (in the case of Global Notes) such selection of such Notes or portions of principal amount thereof to be redeemed shall be made in accordance with the Applicable Procedures. In the event that Notes which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which the Issuer’s Indebtedness shall have been satisfied and discharged discharged, all as provided in this Section 11.01, do not mature and are not to be redeemed within the entire indebtedness on all 60-day period commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid, the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes to the effect that such deposit has been made and the effect thereof. Notwithstanding that the Notes Outstanding, and the provisions shall be deemed to have been paid for purposes of this Indenture, as it relates to such Notesaforesaid, shall no longer be in effect (and the Indenture Trustee, at the expense obligations of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) Guarantor and the rights Trustee in respect of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.52.02, 2.62.03, 3.2 2.07, 3.03, 4.01, 4.02, 7.02 and 3.3 hereof; (iii) 7.06 hereof and this Article XI shall survive. The Issuer shall pay, and shall indemnify the obligations Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as provided in this Section 11.01 against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of the Issuer such Eligible Obligations, including any such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. Anything herein to the Indenture Trustee under Section 6.7 hereof; and (iv) the rightscontrary notwithstanding, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) if, at any time after the Issuer has deposited or caused Notes would be deemed to be deposited irrevocably (except as provided in Section 4.4 hereof) with have been paid for purposes of this Indenture, and, if such is the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely tocase, the benefit of the Holders of the Notes, which, through the payment of interest and principal Issuer’s Indebtedness in respect thereof in accordance with their terms will providewould be deemed to have been satisfied or discharged, not later than one day prior pursuant to this Section 11.01 (without regard to the due date provisions of this paragraph), the Trustee or any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interestPaying Agent, as the case may be, and shall be required to pay any amounts then due and payable return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Swap Counterparties; (ii) Issuer or its representative under any applicable federal or state bankruptcy, insolvency or other similar law, such deposit will Note shall thereupon be deemed retroactively not result in a breach or violation of, or constitute an event of default under, to have been paid and any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Notes pursuant shall be deemed to this Section 4.2 will not cause remain outstanding, and (ii) any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Issuer’s Indebtedness in respect of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything shall be subject to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in provisions of Section 10.111.03 hereof.

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof3.3; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof6.7; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparties; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) 91st day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. Any series of Notes, or any portion of the principal amount thereof, shall be deemed to have been paid and no longer outstanding for all purposes of this Indenture, and the entire Indebtedness of the Issuer in respect thereof shall be satisfied and discharged, if there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Issuer), in trust: (a) money in an amount which shall be sufficient, or (b) in the case of a deposit made prior to the maturity of such series of Notes or portions thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or (c) a combination of (a) or (b) which shall be sufficient, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such series of Notes or portions thereof; provided, however, that in the case of the provision for payment or redemption of less than all the Notes of either series, such series of Notes or portions thereof shall have been selected by the Trustee (in the case of Definitive Notes) or in accordance with the Applicable Procedures (in the case of Global Notes) as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable written direction shall have been given by the Issuer to the Trustee to give such notice, under arrangements satisfactory to the Trustee; provided, further, that the Issuer shall have delivered to the Trustee and such Paying Agent: (1) if such deposit shall have been made prior to the maturity of the Notes of such series, an Issuer’s Order stating that the money and Eligible Obligations deposited in accordance with this Section 11.01 shall be held in trust, as provided in Section 11.03 hereof; (2) if Eligible Obligations shall have been deposited, an Opinion of Counsel that the obligations so deposited constitute Eligible Obligations and do not contain provisions permitting the redemption or other prepayment at the option of the Issuer thereof, and an opinion of an independent public accountant or a firm of independent public accountants, selected by the Issuer and as reasonably acceptable to the Trustee, to the effect that the requirements set forth in clause (b) above have been satisfied; and (3) if such deposit shall have been made prior to the maturity of the Notes of such series, (i) an Officer’s Certificate stating the Issuer’s intention that, upon delivery of such Officer’s Certificate, its Indebtedness in respect of such series of Notes or portions thereof will have been satisfied and discharged as contemplated in this Section 11.01, and (ii) an Opinion of Counsel to the effect that, as a result of a change in law occurring or a ruling of the U.S. Internal Revenue Service issued after the date of issuance of such series of Notes, the Holders of such series of Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof and will be subject to U.S. federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. Upon satisfaction the deposit of money or Eligible Obligations, or both, in accordance with this Section 11.01, together with the documents required by clauses (1), (2) and (3) above, the Trustee shall, upon receipt of an Issuer’s Order, acknowledge in writing that the series of Notes or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire Indebtedness of the Issuer in respect thereof has been satisfied and discharged as contemplated in this Section 11.01. In the event that all of the conditions set forth in subsection (b) belowthe preceding paragraph shall have been satisfied in respect of either series of Notes or portions thereof except that, for any reason, the Officer’s Certificate and Opinion of Counsel specified in clause (3) shall not have been delivered, such series of Notes or portions thereof shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders of such series of Notes or portions thereof shall nevertheless be no longer entitled to the benefits of this Indenture or of any of the covenants under Article IV (except the covenants contained in Sections 4.01 and 4.02 hereof), but the Indebtedness of the Issuer in respect of such series of Notes or portions thereof shall not be deemed to have been satisfied and discharged prior to maturity for any other purpose, and the Holders of such series of Notes or portions thereof shall continue to be entitled to look to the Issuer for payment of the Indebtedness represented thereby; and, upon an Issuer’s Order, the Trustee shall acknowledge in writing that such series of Notes or portions thereof are deemed to have been paid for all purposes of this Indenture. If payment at maturity of less than all of the Notes of such series is to be provided for in the manner and with the effect provided in this Section 11.01, the Trustee (in the case of Definitive Notes) shall select such series of Notes, or portions of principal amount thereof, in the manner specified by Section 3.02 hereof for selection for redemption of less than all the Notes of a series, or (in the case of Global Notes) such selection of such series of Notes or portions of principal amount thereof to be redeemed shall be made in accordance with the Applicable Procedures. In the event that Notes of a series which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which the Issuer’s Indebtedness shall have been satisfied and discharged discharged, all as provided in this Section 11.01, do not mature and are not to be redeemed within the entire indebtedness on all 60-day period commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid, the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such series of Notes, to the Holders of such series of Notes Outstanding, to the effect that such deposit has been made and the provisions effect thereof. Notwithstanding that any series of Notes shall be deemed to have been paid for purposes of this Indenture, as it relates to such Notesaforesaid, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with and the Trustee in respect to the of such series of Notes under Sections 2.52.02, 2.62.03, 3.2 2.07, 3.03, 4.01, 4.02, 7.02, 7.06 hereof and 3.3 hereof; (iii) this Article XI shall survive. The Issuer shall pay, and shall indemnify the obligations Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as provided in this Section 11.01 against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of the Issuer such Eligible Obligations, including any such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. Anything herein to the Indenture Trustee under Section 6.7 hereof; and (iv) the rightscontrary notwithstanding, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) if, at any time after a series of Notes would be deemed to have been paid for purposes of this Indenture, and, if such is the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely tocase, the benefit of the Holders of the Notes, which, through the payment of interest and principal Issuer’s Indebtedness in respect thereof in accordance with their terms will providewould be deemed to have been satisfied or discharged, not later than one day prior pursuant to this Section 11.01 (without regard to the due date provisions of this paragraph), the Trustee or any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interestPaying Agent, as the case may be, and shall be required to pay any amounts then due and payable return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Swap Counterparties; (ii) Issuer or its representative under any applicable federal or state bankruptcy, insolvency or other similar law, such deposit will series of Note shall thereupon be deemed retroactively not result in a breach or violation of, or constitute an event of default under, to have been paid and any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such series of Notes pursuant shall be deemed to this Section 4.2 will not cause remain outstanding, and (ii) any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Issuer’s Indebtedness in respect of any series of Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything shall be subject to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in provisions of Section 10.111.03 hereof.

Satisfaction and Discharge of the Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) the rights of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and 3.3 hereof; (iii) the obligations of the Issuer to the Indenture Trustee under Section 6.7 hereof; and (iv) the rights, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4 hereof) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparties; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in Section 10.1.

Satisfaction and Discharge of the Notes. The Notes, or any portion of the principal amount thereof, shall be deemed to have been paid and no longer outstanding for all purposes of this Indenture, and the entire Indebtedness of the Issuer in respect thereof shall be satisfied and discharged, if there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Issuer), in trust: (a) money in an amount which shall be sufficient, or (b) in the case of a deposit made prior to the maturity of the Notes or portions thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or (c) a combination of (a) or (b) which shall be sufficient, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on the Notes or portions thereof; provided, however, that in the case of the provision for payment or redemption of less than all the Notes, such Notes or portions thereof shall have been selected by the Trustee (in the case of Definitive Notes) or in accordance with the Applicable Procedures (in the case of Global Notes) as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable written direction shall have been given by the Issuer to the Trustee to give such notice, under arrangements satisfactory to the Trustee; provided, further, that the Issuer shall have delivered to the Trustee and such Paying Agent: (1) if such deposit shall have been made prior to the maturity of the Notes, an Issuer’s Order stating that the money and Eligible Obligations deposited in accordance with this Section 11.01 shall be held in trust, as provided in Section 11.03 hereof; (2) if Eligible Obligations shall have been deposited, an Opinion of Counsel that the obligations so deposited constitute Eligible Obligations and do not contain provisions permitting the redemption or other prepayment at the option of the issuer thereof, and an opinion of an independent public accountant or a firm of independent public accountants, selected by the Issuer and as reasonably acceptable to the Trustee, to the effect that the requirements set forth in clause (b) above have been satisfied; and (3) if such deposit shall have been made prior to the maturity of the Notes, (i) an Officer’s Certificate stating the Issuer’s intention that, upon delivery of such Officer’s Certificate, its Indebtedness in respect of such Notes or portions thereof will have been satisfied and discharged as contemplated in this Section 11.01, and (ii) an Opinion of Counsel to the effect that, as a result of a change in law occurring or a ruling of the U.S. Internal Revenue Service issued after the date of issuance of such Notes, the Holders of such Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof and will be subject to U.S. federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. Upon satisfaction the deposit of money or Eligible Obligations, or both, in accordance with this Section 11.01, together with the documents required by clauses (1), (2) and (3) above, the Trustee shall, upon receipt of an Issuer’s Order, acknowledge in writing that the Notes or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire Indebtedness of the Issuer in respect of the Notes or portions thereof has been satisfied and discharged as contemplated in this Section 11.01. In the event that all of the conditions set forth in subsection (b) belowthe preceding paragraph shall have been satisfied in respect of the Notes or portions thereof except that, for any reason, the Officer’s Certificate and Opinion of Counsel specified in clause (3) shall not have been delivered, such Notes or portions thereof shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders of such Notes or portions thereof shall nevertheless be no longer entitled to the benefits of this Indenture or of any of the covenants under Article IV (except the covenants contained in Sections 4.01 and 4.02 hereof), but the Indebtedness of the Issuer in respect of such Notes or portions thereof shall not be deemed to have been satisfied and discharged prior to maturity for any other purpose, and the Holders of such Notes or portions thereof shall continue to be entitled to look to the Issuer for payment of the Indebtedness represented thereby; and, upon an Issuer’s Order, the Trustee shall acknowledge in writing that such Notes or portions thereof are deemed to have been paid for all purposes of this Indenture. If payment at maturity of less than all of the Notes is to be provided for in the manner and with the effect provided in this Section 11.01, the Trustee (in the case of Definitive Notes) shall select such Notes, or portions of principal amount thereof, in the manner specified by Section 3.02 hereof for selection for redemption of less than all the Notes, or (in the case of Global Notes) such selection of such Notes or portions of principal amount thereof to be redeemed shall be made in accordance with the Applicable Procedures. In the event that Notes which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which the Issuer’s Indebtedness shall have been satisfied and discharged discharged, all as provided in this Section 11.01, do not mature and are not to be redeemed within the entire indebtedness on all 60-day period commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid, the Issuer shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Notes, to the Holders of such Notes to the effect that such deposit has been made and the effect thereof. Notwithstanding that the Notes Outstanding, and the provisions shall be deemed to have been paid for purposes of this Indenture, as it relates to such Notesaforesaid, shall no longer be in effect (and the Indenture Trustee, at the expense obligations of the Issuer, shall execute proper instruments acknowledging the same), except as to: (i) Guarantor and the rights Trustee in respect of Holders of Notes to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and interest on the Notes Outstanding at maturity of such principal or interest; (ii) the obligations of the Issuer with respect to the Notes under Sections 2.52.02, 2.62.03, 3.2 2.07, 3.03, 4.01, 4.02, 7.02, 7.06 hereof and 3.3 hereof; (iii) this Article XI shall survive. The Issuer shall pay, and shall indemnify the obligations Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as provided in this Section 11.01 against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of the Issuer such Eligible Obligations, including any such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. Anything herein to the Indenture Trustee under Section 6.7 hereof; and (iv) the rightscontrary notwithstanding, powers, trusts and immunities of the Indenture Trustee hereunder and the duties of the Indenture Trustee hereunder. (b) The satisfaction and discharge of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) if, at any time after the Issuer has deposited or caused Notes would be deemed to be deposited irrevocably (except as provided in Section 4.4 hereof) with have been paid for purposes of this Indenture, and, if such is the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely tocase, the benefit of the Holders of the Notes, which, through the payment of interest and principal Issuer’s Indebtedness in respect thereof in accordance with their terms will providewould be deemed to have been satisfied or discharged, not later than one day prior pursuant to this Section 11.01 (without regard to the due date provisions of this paragraph), the Trustee or any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interestPaying Agent, as the case may be, and shall be required to pay any amounts then due and payable return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Swap Counterparties; (ii) Issuer or its representative under any applicable federal or state bankruptcy, insolvency or other similar law, such deposit will Note shall thereupon be deemed retroactively not result in a breach or violation of, or constitute an event of default under, to have been paid and any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of the Issuer’s Indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Notes pursuant shall be deemed to this Section 4.2 will not cause remain outstanding, and (ii) any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the satisfaction and discharge of the Issuer’s Indebtedness in respect of the Notes contemplated by this Section 4.2 have been complied with. (c) Notwithstanding anything shall be subject to the contrary herein or in any other Basic Document, the Issuer shall not cause or permit the Notes to be prepaid except as set forth in provisions of Section 10.111.03 hereof.