Common use of Satisfaction and Discharge Clause in Contracts

Satisfaction and Discharge. This Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.

Satisfaction and Discharge. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture will shall upon Company Request cease to be of further effecteffect with respect to the Securities of any series, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (aA) all Subordinated Notes Securities of such series theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306 and (ii) Subordinated Notes Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities of such series not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the CompanyCompany or, if applicable, a Subsidiary Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, the purpose money in an amount sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Subsidiary Guarantors with respect to the Outstanding Subordinated NotesSecurities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 607, the obligations of the Company with respect to the Securities of such series under Sections 304, 305, 306, 1002 and 1003, any surviving rights of conversion, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (B) of clause (1) of this Section, the obligations of the Company Trustee under Section 402 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 1003 shall survive.

Satisfaction and Discharge. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture will shall upon Company Request cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and as otherwise provided in this Section 401), and the Trustee, on receipt demand of a Company Order, and at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (aA) all Subordinated Notes Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306 and (ii) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one yearyear of the date of deposit, or or (iii) 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 Company, and the CompanyCompany or, if applicable, a Subsidiary Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to and the Outstanding Subordinated NotesSubsidiary Guarantors; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 607 and, if money will shall have been deposited with the Trustee in accordance with pursuant to subclause (B) of Clause (1) of this Section 3.01(1)(b)401, the obligations of the Company Trustee under Section 402 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 1003 shall survive.

Satisfaction and Discharge. This Indenture will cease In addition to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company’s rights under Section 1101, will execute proper instruments acknowledging satisfaction and discharge the Company may terminate all of this Indenture, its obligations under the Indenture as to all Outstanding Notes (subject to Section 1103) when (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.06 of the Base Indenture and (ii) Subordinated the Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (except lost, stolen or destroyed Notes which have been replaced or paid) have (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, year or (iii) 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 CompanyTrustee, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be;; and (23) the Company has and/or the Guarantors have paid or caused to be paid all other sums payable hereunder by under the Company with respect to the Outstanding Subordinated NotesIndenture; and (34) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee and stating that all conditions precedent specified herein provided for relating to the satisfaction and discharge of this the Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of complied with; and (5) the Company shall have paid all amounts owing to the Trustee under pursuant to Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations 6.07 of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will surviveBase Indenture.

Satisfaction and Discharge. This Indenture will The Indenture, if the Company so requests, shall cease to be of further effecteffect with respect to the Securities, other than as to certain rights of registration of transfer or exchange of the Securities, as provided for in Section 401 of the Indenture, and the Trustee, on receipt of a Company Order, at the expense of the Company’s expense, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, the Indenture and the Securities when: (1) either (a) all Subordinated Notes theretofore Securities previously authenticated and delivered (under the Indenture, other than (i) Subordinated Notes that have been destroyed, lost or stolen and which Securities that have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore Securities that have been deposited in trust or segregated and held in trust by the Company and thereafter repaid subject to the Company or discharged from such trustdefeasance, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have Securities issued under the Indenture not been previously delivered to the Trustee for cancellation shall (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity stated maturity within one year, 60 days or (iii) if redeemable become due and payable at the option of the Company, are to be called for redemption within one year 60 days under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, Company’s name and at expense; and (3) the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such the purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Indebtedness arising under the Securities not theretofore previously delivered to the Trustee for cancellation, including the for principal of, premium, if any, on and interest on, such Subordinated Notes, on the Securities to the date of such deposit (in the case of Subordinated Notes which Securities that have become due and payable) or to the Maturity thereofstated maturity of the Securities or the Redemption Date, as the case may be;; and (24) in either of the foregoing cases: (i) the Company has shall have paid or caused to be paid all other sums payable hereunder under the Indenture and the Securities by the Company with respect to the Outstanding Subordinated NotesCompany; and (3ii) no Default or Event of Default then exists; and (iii) the Company has shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in the Indenture relating to the satisfaction and discharge of this the Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivecomplied with.

Satisfaction and Discharge. This Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 209 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03903) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 507 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b301(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 303 and Section 9.03 903 will survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effecteffect (except as to surviving rights or registration of transfer or exchange of Securities of any Series, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of as expressly provided for in this Indenture) as to all outstanding Securities issued hereunder, when: (a) either: (1) either (a) all Subordinated Notes such Securities theretofore authenticated and delivered (other than (i) Subordinated Notes except lost, stolen or destroyed Securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation (iA) have become due and payable, payable or (iiB) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such purposeamounts as will be sufficient, an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the cancellation for principal of, premium, if any, and interest on, on such Subordinated Notes, Securities to the date of such deposit (in maturity or redemption, as the case of Subordinated Notes which have become due and payable) or may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2b) the Company or any guarantor of such Securities has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notesit under this Indenture; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel to the Trustee (which opinion may be subject to customary assumptions and exclusions), each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to subclause (2) of clause (a) of this Section 3.01(1)(b)10.01, the obligations provisions of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 10.02 and Section 9.03 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto (except as to any surviving rights of Securities of such series expressly provided for herein or pursuant thereto), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) of this subclause (b) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of subclause (ib)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, and interest onany premium or interest, if any, on such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Certificate Opinion of Counsel and an Opinion of CounselOfficers' Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company to the Trustee under Section 5.07 6.6 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Subordinated Notes Securities of each series under Section 3.03 Sections 3.5, 3.6, 4.3, 10.2 and Section 9.03 will 10.3, and with respect to any rights to convert or exchange such Securities into securities of the Company or another issuer, shall survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Bonds herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either either (aA) all Subordinated Notes Bonds theretofore authenticated and delivered (other than (i) Subordinated Notes any Bonds that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.09 2.06 and (ii) Subordinated Notes Bonds for whose payment money has or noncallable Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0311.05) have been delivered to the Trustee for cancellation; or or (bB) all Subordinated Notes that have Bonds not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will by their terms become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) Company shall deposit or (iii) above, has deposited or caused cause to be deposited with the Trustee as trust funds in trust for such purposethe purpose (x) moneys in an amount, or (y) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount sufficient amount, or (z) a combination thereof, sufficient, in the case of (y) or (z), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Subordinated Notes discharge, at maturity, all Bonds not theretofore delivered to the Trustee for cancellation, including the principal of(and premium, if any) and interest on, due or to become due to such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may bematurity; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company has delivered to the Trustee an Officers’ a Sole Manager’s Certificate and an Opinion of Counsel, each stating that all the conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 7.07 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (y) of clause (1) of this Section, the obligations of the Company Trustee under Sections 11.03 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will 11.05 shall survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt effect (except as to surviving rights of a Company Order, at the expense registration of transfer or exchange of the Company, will execute proper instruments acknowledging satisfaction Notes and discharge of as otherwise expressly provided for in this Indenture, Article Eleven) as to all outstanding Notes issued under this Indenture when: (a) either: (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated or Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, trust as provided for in Section 9.03this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (ia) have become due and payablepayable by reason of making of a notice of redemption or otherwise, or (iib) will become due and payable at their Stated Maturity within one year, or (iiic) 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 Company, and the Company, ; (b) in the case of clause (i), (ii) or (iiia)(2) above, the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount in United States dollars, U.S. Government Securities, or a combination thereof, sufficient to pay and discharge the entire indebtedness on such Subordinated Indebtedness the Notes not theretofore delivered to the Trustee for cancellation, including the principal of, premium, if any, and accrued interest onat such Maturity, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) Stated Maturity or to the Maturity thereof, as the case may beredemption date; (2c) the Company or any Guarantor has paid or caused to be paid all other sums due and payable hereunder under this Indenture by the Company and any Guarantor with respect to the Outstanding Subordinated Notes; and; (3d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of complied with; and (e) the Company has delivered irrevocable instructions to the Trustee under Section 5.07 and, if hereunder to apply any deposited money will have been deposited with described in clause (b) above to the Trustee in accordance with Section 3.01(1)(b), the obligations payment of the Company and Notes at Stated Maturity or the Trustee with respect to redemption date, as the Subordinated Notes under Section 3.03 and Section 9.03 will survivecase may be.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or , (ii) will become due and payable at their Stated Maturity within one year, or or (iii) if redeemable at the option of the CompanyCompany 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto (based upon applicable law as in effect on the date of such deposit), to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company to the Trustee under Section 5.07 6.6 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into Common Stock of the Company or other securities shall survive.

Satisfaction and Discharge. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture will shall upon Company Request cease to be of further effecteffect with respect to the Securities of any series, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (aA) all Subordinated Notes Securities of such series theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306 and (ii) Subordinated Notes Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities of such series not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the CompanyCompany or, if applicable, a Subsidiary Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, the purpose money in an amount sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Subsidiary Guarantors with respect to the Outstanding Subordinated NotesSecurities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 607, any surviving rights of conversion, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (B) of clause (1) of this Section, the obligations of the Company Trustee under Section 402 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 1003 shall survive.

Satisfaction and Discharge. This Indenture will shall cease to -------------------------- be of further effecteffect (except as to the rights of Holders under Sections 2.09, 2.11, 4.02, 4.03 and 4.04 hereof) and the Trustee, on receipt of a Company OrderOrder requesting such action, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either when (a) all Subordinated Notes theretofore authenticated and delivered (other than either (i) Subordinated all outstanding Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Subordinated such Notes that have not been theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, year or (iiiC) if redeemable at the option of the Company, are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, the purpose an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee Notes, for cancellationprincipal (and premium, including the principal of, if any) and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; , together with irrevocable instructions from the Company in form and substance satisfactory to the Trustee directing the Trustee to apply such funds to the payment thereof; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesCompany; and and (3c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect pursuant to the Subordinated Notesthis Section 1.06, the obligations of the Company to the Trustee under Section 5.07 7.07 hereof, and, if money will shall have been deposited with the Trustee in accordance with trust for the Holders pursuant to this Section 3.01(1)(b)1.06, the obligations of the Company Trustee under this Section 1.06 and Section 4.03 hereof shall survive. All money deposited with the Trustee pursuant to this Section 1.06 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such money has been deposited with the Trustee. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Section 1.06 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Section 1.06 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with respect this Section 1.06; provided that, if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the Subordinated rights of the Holders of such Notes under Section 3.03 and Section 9.03 will surviveto receive such payment from the cash or U.S. Government Obligations held by the Trustee or Paying Agent.

Satisfaction and Discharge. This Indenture will and the Notes shall upon request of the Company contained in an Officer’s Certificate cease to be of further effecteffect (except as set forth in the last paragraph of this Section 3.01), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either: (aA) all Subordinated Notes theretofore authenticated and delivered (other than (ix) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.06 and (iiy) Subordinated Notes for whose payment money has theretofore been deposited in trust with the Trustee or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.034.04(d)) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have not been the Company has deposited with the Trustee or delivered to Holders, as applicable, after all of the Trustee for cancellation outstanding Notes have (i) have become due and payable, whether at the Maturity Date, any Redemption Date or any Fundamental Change Repurchase Date, and/or (ii) will become due have been converted (and payable at their Stated Maturity within one yearthe related Settlement Amounts have been determined), or (iii) if redeemable at the option of cash or, solely to satisfy the Company’s Conversion Obligations, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving cash and/or shares of notice of redemption by the Trustee in the nameCommon Stock (or if applicable, and at the expense, of the Company, and the Company, in the case of (iReference Property), (ii) or (iii) aboveas applicable, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge all of the entire indebtedness on such Subordinated outstanding Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereofand/or satisfy all conversions, as the case may be; (2) the Company has paid or caused to be paid , and pay all other sums due and payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3ii) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 7.06 and, if money will cash or shares of Common Stock shall have been deposited with the Trustee in accordance with pursuant to Section 3.01(1)(b3.01(i)(B), the obligations of the Company Section 4.04 shall survive such satisfaction and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivedischarge.

Satisfaction and Discharge. Section 401. Satisfaction and Discharge of Indenture This Indenture will shall upon Company Request cease to be of further effecteffect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture with respect to such Securities, when (1) either (aA) all Subordinated Notes such Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306, and (ii) Subordinated Notes such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or , (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, Company in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, this purpose an amount of money in the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notessuch Securities; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesSecurities of any series, (i) the obligations of the Company to the Trustee under Section 5.07 and607, the obligations of the Trustee to any Authenticating Agent under Section 614 and the right of the Trustee to resign under Section 610 shall survive, and (ii) if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Company and/or the Trustee under Sections 402, 606, 701 and 1002 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 1003 shall survive.

Satisfaction and Discharge. This The Indenture will be discharged and will cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture and except as to the Company’s and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, Guarantor’s obligations under Section 8.7) as to all Outstanding Notes when (1) either: (a) all Subordinated either: (i) the Notes theretofore executed, authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; , or (bii) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become by their terms are due and payable at their Stated Maturity within one year (or scheduled for Optional Redemption or Optional Tax Redemption within one year, or (iii) 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 Company, and the Company, in Company or the case of (i), (ii) or (iii) above, Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust U.S. dollar funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, of and interest on, such Subordinated Notes, on the Notes to the date of such deposit (in or until their redemption, as confirmed by the case opinion of Subordinated Notes which have become due and payable) an internationally recognized firm of independent public accountants), together with irrevocable written instructions from the Company or the Guarantor directing the Trustee to apply such funds to the Maturity thereof, as the case may bepayment; (2b) the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by under: (i) this Indenture, (ii) the Company with respect to Notes and (iii) the Outstanding Subordinated NotesGuarantees; and (3c) each of the Company and the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivecomplied with.

Satisfaction and Discharge. This Upon the direction of the Issuer by an Issuer Order or of the Guarantor by a Guarantor Order (if the applicable series of Securities is a series of Guaranteed Securities), this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Issuer Order or Guarantor Order and any Coupons appertaining thereto, and the Trustee, on receipt of an Issuer Order or a Company Guarantor Order, at the expense of the CompanyIssuer and the Guarantor, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Xxxxxxx 000, (xx) 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 of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 2.09 1107, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) if redeemable at the option of the CompanyIssuer, 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 CompanyIssuer and the Guarantor (if the Securities of such series are Guaranteed Securities), and the CompanyIssuer or the Guarantor (if the Securities of such series are Guaranteed Securities), in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company Issuer or the Guarantor (if the Securities of such series are Guaranteed Securities) has paid or caused to be paid all other sums payable hereunder by the Company Issuer and the Guarantor with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel and the Guarantor has delivered to the Trustee a Guarantor's Officers' Certificate (if the Securities of such series are Guaranteed Securities), each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company Issuer and the Guarantor to the Trustee under Section 5.07 605 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company Issuer and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 305, 306, 403, 1002 and 1003, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 1004 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)), and Section 9.03 will with respect to any rights to exchange such Securities into other securities shall survive.

Satisfaction and Discharge. This Upon the direction of the Issuers by an Issuer Order, this Indenture will shall cease to be of further effect[, and the provisions of Article 16 shall cease to be effective,] with respect to any series of Securities specified in such Issuer Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company an Issuer Order, at the expense of the CompanyIssuers, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation, (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the CompanyIssuers, 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 CompanyIssuers, and the CompanyIssuers, in the case of (i), (ii) or (iii) above, has have deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the Company Issuers with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has Issuers have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company Issuers to the Trustee under Section 5.07 6.7 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company Issuers and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into securities of the Issuers or another issuer shall survive.

Satisfaction and Discharge. This Indenture will shall be discharged and shall cease to be of further effect, effect (except as to surviving rights and the Trustee, on receipt of a Company Order, at the expense immunities of the CompanyTrustee and rights of registration or transfer or exchange of the Notes, will execute proper instruments acknowledging satisfaction and discharge of as expressly provided for in this Indenture, ) as to all outstanding Notes and Notes Guarantees when: (i) either: (1) either (a) all Subordinated the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (ia) have become due and payable, or (iib) will shall become due and payable at their Stated Maturity stated maturity within one year, year or (iiic) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient or Government Securities, the principal of and interest on which shall be sufficient, or a combination thereof sufficient, to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2ii) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivecomplied with.

Satisfaction and Discharge. This Indenture will cease (i) If at any time (A) the Company or the Guarantor shall have paid or caused to be paid the principal of, interest on and any Additional Amounts on all the Securities of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (a) all Subordinated Notes theretofore authenticated and delivered any Series Outstanding hereunder (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.9) as and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by when the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) same shall have become due and payable, or (ii) will the Company or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any Series theretofore authenticated (other than any Securities of such Series which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii)(A) all the Securities of such Series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their Stated Maturity within one year, year or (iii) 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 nameredemption, and at (B) the expense, of Company or the Company, and the Company, in the case of (i), (ii) or (iii) above, has Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust for the Currency required (other than moneys repaid by the Trustee or any Paying Agent to the Company or the Guarantor in accordance with Section 10.4) or Government Obligations maturing as to principal and interest in such purposeamounts and at such times as will ensure the availability of cash sufficient, an amount sufficient in the opinion of a firm of independent certified public accountants, to pay at Maturity or upon redemption all Securities of such Series (other than any Securities of such Series which shall have been destroyed, lost or stolen and discharge the entire indebtedness on such Subordinated Notes which shall have been replaced or paid as provided in Section 2.9) not theretofore delivered to the Trustee for cancellation, including the principal ofprincipal, and interest on, such Subordinated Notes, due or to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or any Additional Amounts to the such date of Maturity thereof, as the case may be; (2) , and if, in any such case, the Company has paid or caused the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor with respect to Securities of such Series and the Guarantee in respect thereof, then this Indenture shall cease to be of further effect with respect to Securities of such Series (except as to (i) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, powers, trusts, indemnities and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such Series as beneficiaries hereof with respect to the Outstanding Subordinated Notes; property so deposited with the Trustee payable to all or any of them), and (3) , subject to Section 10.5, the Trustee, on demand of the Company has delivered to the Trustee accompanied by an Officers’ Certificate Certificate, or on demand of the Guarantor accompanied by a Guarantor’s Officer’s Certificate, and an Opinion of CounselCounsel and at the written request of and at the cost and expense of the Company and the Guarantor, each stating that all conditions precedent herein provided for relating to the shall execute instruments acknowledging such satisfaction of and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of discharging this Indenture with respect to such Series; provided, that the Subordinated Notesrights of Holders of the Securities to receive amounts in respect of principal of, interest on and any Additional Amounts with respect to, the obligations Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company and the Guarantor each agree to reimburse the Trustee under Section 5.07 and, if money will have been deposited with for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in accordance connection with Section 3.01(1)(b)this Indenture, the obligations Securities of the Company such Series and the Trustee with Guarantee in respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivethereof.

Satisfaction and Discharge. This Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either: (a) all Subordinated Notes Debt Securities theretofore authenticated and delivered and all Coupons relating thereto (other than (i) Subordinated Notes Debt Securities and Coupons that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and 2.9, (ii) Subordinated Notes Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.039.4, and (iii) Coupons relating to Bearer Securities that have been surrendered in exchange for Registered Securities, called for redemption, or surrendered for repayment) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes Debt Securities that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Debt Securities and related Coupons not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, the Debt Securities to the date of such deposit (in the case of Subordinated Notes Debt Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesDebt Securities; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesDebt Securities, the obligations of the Company to the Trustee under Section 5.07 5.7 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b3.1(1)b), the obligations of the Company and the Trustee with respect to the Subordinated Notes Debt Securities under Section 3.03 3.3 and Section 9.03 9.4 will survive.

Satisfaction and Discharge. This Upon the direction of the Issuers by an Issuer Order, this Indenture will shall cease to be of further effecteffect [and the provisions of Article 17 shall cease to be effective,] with respect to any series of Securities specified in such Issuer Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company an Issuer Order, at the expense of the CompanyIssuers, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation, (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the CompanyIssuers, 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 CompanyIssuers, and the CompanyIssuers, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the Company Issuers with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has Issuers have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company Issuers to the Trustee under Section 5.07 6.7 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company Issuers and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into securities of the Issuers or another issuer shall survive.

Satisfaction and Discharge. (a) This Indenture will shall be discharged and shall cease to be of further effect, and the Trustee, on receipt effect (except as to surviving rights or registration of a Company Order, at the expense transfer or exchange of the CompanyNotes, will execute proper instruments acknowledging satisfaction and discharge of this Indentureas expressly provided for herein) as to all outstanding Notes, when: (1i) either: (aA) all Subordinated the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i1) have become due and payable, payable or (ii2) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust or another entity designated for such purpose funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, cancellation (including the principal of, premium, if any, and interest oninterest), together with irrevocable instructions from the Company directing the Trustee to apply such Subordinated Notes, funds to the date of such deposit (in the case of Subordinated Notes which have become due and payable) payment thereof at maturity or to the Maturity thereofredemption, as the case may be; (2ii) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied. complied with. (b) Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will shall have been deposited with the Trustee in accordance with pursuant to subclause (B) of Section 3.01(1)(b11.01(a)(i), the obligations provisions of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 11.02 and Section 9.03 will survive8.06 hereof shall survive such satisfaction and discharge.

Satisfaction and Discharge. This When (a) the Company shall deliver to the Security Registrar for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash or the combination of cash and shares of Common Stock (or, if applicable, Reference Property), if any, as the case may be (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from a firm of nationally recognized independent certified accountants or other financial professionals, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will shall cease to be of further effecteffect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on receipt written demand of a the Company Order, accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, when (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyedhowever, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid hereby agrees to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to reimburse the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for cancellation (i) have become due any services thereafter reasonably and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 properly rendered by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited connection with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding or the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will surviveSecurities.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order or of the Guarantor by a Guarantor Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order or Guarantor Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order or a Guarantor Order, at the expense of the CompanyCompany and the Guarantor, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor, as the case may be, or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 CompanyCompany and the Guarantor, and the CompanyCompany or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest (including any Additional Interest) on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantor with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of CounselCounsel and the Guarantor has delivered to the Trustee a Guarantor's Officer's Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations any series of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)Securities, the obligations of the Company and the Guarantor to the Trustee under Section 6.6 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company, the Guarantor and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Sections 10.4 and 17.2 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 3.03 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into securities of the Company or the Guarantor or another issuer shall survive.

Satisfaction and Discharge. This Indenture will shall upon the request of the Company cease to be of further effect, effect (except as provided in Section 8.03) and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1a) either (ai) all Subordinated Notes Securities theretofore authenticated and delivered (other than (iA) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.07 and (iiB) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust with the Trustee or segregated and held in trust by the Company any Paying Agent and thereafter repaid paid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or or (iiB) will become due and payable at their Stated Maturity maturity within one year, or or (iiiC) 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 Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, purpose money or U.S. Government Obligations in an amount sufficient (as certified by an independent public accountant designated by the Company) to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of(and premium, if any) and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereofstated maturity or Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums then due and payable hereunder by the Company Company; (c) no Default or Event of Default with respect to the Outstanding Subordinated NotesSecurities shall have occurred and be continuing on the date of such deposit and after giving effect to such deposit; and (3d) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivecomplied with.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, wheneffect as to all Notes when either: (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has been theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) (A) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payablepayable by reason of the making of a notice of redemption or otherwise, or (ii) will become due and payable at their Stated Maturity within one year, year or (iii) if redeemable at the option of the Company, are to may 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 CompanyIssuer, and the Company, in the case of (i), (ii) Issuer or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in Dollars, Government Securities, or a combination thereof, in such purpose, an amount amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, including the principal ofpremium, if any, and accrued interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) maturity or to the Maturity thereofredemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder , as evidenced by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counselthe Issuer (or, each stating in the case of any deposit of Government Securities, as evidenced by the opinion of a nationally recognized (in Canada or the United States) firm of independent public accountants); provided that all conditions precedent herein provided with respect to any discharge that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for relating to the satisfaction and discharge purposes of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been extent that an amount is deposited with the Trustee in accordance with Section 3.01(1)(b)equal to the Applicable Premium, the obligations calculated as of the Company and date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee with respect to on the Subordinated Notes under Section 3.03 and Section 9.03 will survive.date of the redemption;

Satisfaction and Discharge. This Indenture will and the Notes and the Note Guarantees, shall upon request of the Company contained in an Officer’s Certificate cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this IndentureIndenture and the Notes and the Note Guarantees, when (1) either when (a) (i) all Subordinated outstanding Notes theretofore authenticated and delivered (other than (ix) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced replaced, paid or paid converted as provided in Section 2.09 2.06 and (iiy) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.034.04(d)) have been delivered to the Trustee for cancellation; or or (bii) all Subordinated Notes that have not been the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Trustee for cancellation (i) Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Fundamental Change Repurchase Date, any Specified Repurchase Date, any Change of Control Repurchase Date, upon conversion or (ii) will become due and payable at their Stated Maturity within one yearotherwise, or (iii) if redeemable at the option of cash or, solely to satisfy the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving ’s Conversion Obligation or Change of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereofControl Conversion Obligation, as the case may be; (2) , shares of Common Stock and cash in lieu of fractional shares sufficient to pay all of the outstanding Notes or satisfy all outstanding conversions, as the case may be, and pay all other sums due and payable under this Indenture by the Company has paid or caused (for the avoidance of doubt, the Company will deliver any shares of common stock to be paid all other sums payable hereunder by the Company with respect to satisfying outstanding conversions directly to the Outstanding Subordinated Notesapplicable Holders); and and (3b) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee and the Collateral Agent under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 7.06 and Section 9.03 will 17.11 shall survive.

Satisfaction and Discharge. This Indenture will cease (i) If at any time (A) the Company or the Guarantor shall have paid or caused to be paid the principal of, interest on and any Additional Amounts on all the Securities of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (a) all Subordinated Notes theretofore authenticated and delivered any Series Outstanding hereunder (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.9) as and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by when the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) same shall have become due and payable, or (ii) will the Company or the Guarantor shall have delivered to the Trustee for cancellation all Securities of any Series theretofore authenticated (other than any Securities of such Series which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (iii)(A) all the Securities of such Series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their Stated Maturity within one year, year or (iii) 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 nameredemption, and at (B) the expense, of Company or the Company, and the Company, in the case of (i), (ii) or (iii) above, has Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in trust for the Currency required (other than moneys repaid by the Trustee or any Paying Agent to the Company or the Guarantor in accordance with Section 10.4) or Government Obligations maturing as to principal and interest in such purposeamounts and at such times as will ensure the availability of cash sufficient, an amount sufficient in the opinion of a firm of independent certified public accountants, to pay at Maturity or upon redemption all Securities of such Series (other than any Securities of such Series which shall have been destroyed, lost or stolen and discharge the entire indebtedness on such Subordinated Notes which shall have been replaced or paid as provided in Section 2.9) not theretofore delivered to the Trustee for cancellation, including the principal ofprincipal, and interest on, such Subordinated Notes, due or to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or any Additional Amounts to the such date of Maturity thereof, as the case may be; (2) , and if, in any such case, the Company has paid or caused the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor with respect to Securities of such Series and the Guarantee in respect thereof, then this Indenture shall cease to be of further effect with respect to Securities of such Series (except as to (i) rights of registration of transfer and exchange, and the Company’s right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of Holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Securityholders of such Series as beneficiaries hereof with respect to the Outstanding Subordinated Notes; property so deposited with the Trustee payable to all or any of them), and (3) , subject to Section 10.5, the Trustee, on demand of the Company has delivered to the Trustee accompanied by an Officers’ Certificate Certificate, or on demand of the Guarantor accompanied by a Guarantor’s Officer’s Certificate, and an Opinion of CounselCounsel and at the cost and expense of the Company and the Guarantor, each stating that all conditions precedent herein provided for relating to the shall execute proper instruments acknowledging such satisfaction of and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of discharging this Indenture with respect to such Series; provided, that the Subordinated Notesrights of Holders of the Securities to receive amounts in respect of principal of, interest on and any Additional Amounts with respect to, the obligations Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company and the Guarantor each agree to reimburse the Trustee under Section 5.07 and, if money will have been deposited with for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in accordance connection with Section 3.01(1)(b)this Indenture, the obligations Securities of the Company such Series and the Trustee with Guarantee in respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivethereof.

Satisfaction and Discharge. This Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either: (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order or of the Guarantor by a Guarantor Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order or Guarantor Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order or a Guarantor Order, at the expense of the CompanyCompany and the Guarantor, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor, as the case may be, or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 CompanyCompany and the Guarantor, and the CompanyCompany or the Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantor with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of CounselCounsel and the Guarantor has delivered to the Trustee a Guarantor’s Officer’s Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations any series of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)Securities, the obligations of the Company and the Guarantor to the Trustee under Section 6.6 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company, the Guarantor and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Sections 10.4 and 16.2 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 3.03 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into securities of the Company or the Guarantor or another issuer shall survive.

Satisfaction and Discharge. This Indenture (other than those provisions which by their express terms survive) will be satisfied and discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indentureeffect as to all outstanding Notes issued hereunder, when: (1) either: (aA) all Subordinated the Notes theretofore that have been authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, payable or (ii) will become due and payable at their Stated Maturity the stated date for payment thereof within one year, year or (iii) if redeemable at the option of the Company, are to will be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameyear, and at the expense, of the Company, and the Companyand, in each case, the case of (i), (ii) Company or (iii) above, any Subsidiary has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purposeor certain direct, an amount non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore thereto for delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit, together with irrevocable instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereof, as the case may bepayment; (2) the Company has or any of its Subsidiaries have paid or caused to be paid all other sums payable hereunder under this Indenture and the Notes by the Company with respect to the Outstanding Subordinated Notesit; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivecomplied with.

Satisfaction and Discharge. Section 401. Satisfaction and Discharge of Indenture. This Indenture will shall upon Company Request cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (aA) all Subordinated Notes Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced replaced, converted or paid as provided in Section 2.09 306 and (ii) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (i1) have become due and payable, or or (ii2) will become due and payable at their Stated Maturity within one year, or or (iii3) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.

Satisfaction and Discharge. Section 401. Satisfaction and Discharge of Indenture. This Indenture will shall upon Company Request cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (aA) all Subordinated Notes Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced replaced, converted or paid as provided in Section 2.09 306 and (ii) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Company Trustee under Section 402 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 1003 shall survive.

Satisfaction and Discharge. This Subject to Section 4.5, upon the direction of the Company by a Company Order or of the Guarantor by a Guarantor Order, this Indenture will shall cease to be of further effect, effect with respect to the Securities specified in such Company Order or Guarantor Order and the Trustee, on receipt of a Company Order or a Guarantor Order, at the expense of the CompanyCompany and the Guarantor, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such Securities, when (1) either (a) all Subordinated Notes Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6 and (ii) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor, as the case may be, or discharged from such trust, as provided in Section 9.034.4) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities, in the case of (i) or (ii) below, not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 CompanyCompany and the Guarantor, and the CompanyCompany or the Guarantor, in the case of clause (i), (iia) or (iiib) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Guarantor or any of its Affiliates) as trust funds in trust for such purpose, money in Dollars in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to, such Subordinated Notes, Securities to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantor with respect to the Outstanding Subordinated NotesSecurities; and (3) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of CounselCounsel and the Guarantor has delivered to the Trustee an Officer's Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)Securities, the obligations of the Company and the Guarantor to the Trustee under Section 6.6 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 4.1, the obligations of the Company, the Guarantor and the Trustee with respect to the Subordinated Notes Securities under Sections 2.3, 3.5, 3.6, 4.4, 10.1 and 10.2 and Article 18, and with respect to the payment of Additional Amounts, if any, payable with respect to such Securities as contemplated by Section 3.03 16.2 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to subclause (b) of clause (1) of this Section 4.1), and Section 9.03 will with respect to any rights to convert or exchange such Securities into securities of the Company or the Guarantor or another issuer that shall survive.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company to the Trustee under Section 5.07 6.6 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into Common Stock of the Company or other securities shall survive.

Satisfaction and Discharge. This Defeasance -------------------------------------- Section 4.1 Termination of Company's Obligations Under the Indenture. -------------------------------------------------------- Except as otherwise specified as contemplated by Section 3.1, this Indenture will shall upon a Company Request cease to be of further effecteffect with respect to Securities of or within any series (except as to any surviving rights of registration of transfer or exchange of such Securities and replacement of such Securities which may have been destroyed, lost, stolen or mutilated, as herein expressly provided for) and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture with respect to such Securities when: (1) either (aA) all Subordinated Notes theretofore such Securities previously authenticated and delivered (other than (i) Subordinated Notes that such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, and (ii) Subordinated Notes such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.039.3) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee cancelled or for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such the purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the principal offor principal, premium, if any, and interest oninterest, such Subordinated Noteswith respect thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notessuch Securities; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the Subordinated Notesobligation of the Company to the Trustee and any predecessor Trustee under Section 6.9, the obligations of the Company to the Trustee any Authenticating Agent under Section 5.07 6.14 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (B) of clause (1) of this Section, the obligations of the Company Trustee under Section 4.2 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 9.3 shall survive.

Satisfaction and Discharge. This Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1a) either (ai) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (iA) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.05, (B) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.06, (C) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.07, and (iiD) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0310.03) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes that have Securities of such series and, in the case of (A) or (B) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or , (iiB) will become due and payable at their Stated Maturity within one year, or or (iiiC) if redeemable at the option of the CompanyCompany 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 Company, and the Company, in the case of (iA), (iiB) or (iiiC) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto (based upon applicable law as in effect on the date of such deposit), to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company to the Trustee under Section 5.07 6.06 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Company and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.05, 3.06, 4.03, 10.02 and 10.03, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 10.04 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.01(a)(ii)), and Section 9.03 will survivewith respect to any rights to convert or exchange such Securities into Common Stock of the Company or other securities shall survive such satisfaction and discharge.

Satisfaction and Discharge. This Indenture will shall be discharged and shall cease to be of further effect, effect (except as to surviving rights and the Trustee, on receipt of a Company Order, at the expense immunities of the CompanyTrustee and rights of registration or transfer or exchange of the Notes, will execute proper instruments acknowledging satisfaction and discharge of as expressly provided for in this Indenture, ) as to all outstanding Notes and Notes Guarantees when: (i) either: (1) either (a) all Subordinated the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (ia) have become due and payable, or (iib) will shall become due and payable at their Stated Maturity stated maturity within one year, year or (iiic) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient or Government Securities, the principal of and interest on which shall be sufficient, or a combination thereof sufficient, to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2ii) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all covenants and conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivecomplied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indentureeffect as to all Notes issued hereunder, when: (1) either: (a) all Subordinated Notes theretofore the existing authenticated and delivered Notes (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, payable or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory (including by way of irrevocable written instructions delivered by the Issuers to the Trustee for to effect the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyNotes), and the Company, in the case of (i), (ii) or (iii) above, has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such purposeNotes, an amount funds in amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Subordinated Notes notes not theretofore already delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the notes to the date of deposit together with irrevocable written instructions from the Issuers directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2) the Company Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notesit under this Indenture; and (3) the Company has Issuers have, upon their request for written acknowledgment of such satisfaction and discharge of this Indenture, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to subclause (b) of clause (1) of this Section 3.01(1)(b)11.01, the obligations provisions of the Company Sections 11.02 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This The Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, effect as to all Notes issued hereunder when: (1) either (a) all Subordinated of the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03Company) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, payable pursuant to an optional redemption notice or (ii) otherwise or will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the cancellation for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or on the Redemption Date, as the case may be;; and (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company has paid or caused to be paid all other sums payable hereunder any Subsidiary Guarantor is a party or by which the Company with respect to the Outstanding Subordinated Notesor any Subsidiary Guarantor is bound; and (3) the Company has delivered to paid all other sums payable under the Trustee Indenture by the Company. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel, each Counsel to the Trustee stating that all conditions precedent herein provided for relating to satisfaction and discharge have been satisfied. Upon satisfaction of the conditions set forth in this Section 12.01, and the receipt of such Officers’ Certificate and Opinion of counsel, the Trustee, upon request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture have been satisfiedthe Indenture. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations provisions of Sections 12.02 and 8.06 will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.7 of the Company Base Indenture that, by their terms, survive the satisfaction and discharge of the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will surviveIndenture.

Satisfaction and Discharge. This Indenture will shall be discharged and shall cease to be of further effecteffect with respect to any series of Securities (except as to any surviving rights or registration of transfer, and the Trustee, on receipt of a Company Order, at the expense exchange or conversion of the Company, will execute proper instruments acknowledging satisfaction and discharge Securities of this Indenture, such series expressly provided for in the Indenture or in the form of Security for such series) as to all Outstanding Securities of such series when: (1a) either (ai) all Subordinated Notes Securities of such series theretofore executed, authenticated and delivered (other than (i) Subordinated Notes except lost, stolen or destroyed Securities of such series that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes Securities of such series for whose payment money has theretofore been (x) deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03trust or (y) paid to any State or the District of Columbia pursuant to its unclaimed property or similar laws) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes that have Securities of such series not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or ; or (iiB) will become due and payable at their Stated Maturity stated maturity within one year, or ; or (iiiC) 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 Company, and the Company, in the case of (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for such the purpose, an money in the amount in the currency or currency units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Subordinated Notes series of Securities not theretofore delivered to the Trustee for cancellation, including the for principal of(and premium, if any) and interest oninterest, such Subordinated Notesif any, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) ), or to the Stated Maturity thereofor redemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notessuch Securities; and (3c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 7.07 and, if money will shall have been deposited with the Trustee in accordance with pursuant to subclause (ii) of paragraph (a) of this Section 3.01(1)(b)9.01, the obligations of the Company Trustee under Section 9.02 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will shall survive.

Satisfaction and Discharge. This Indenture will shall upon Company Request cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the CompanyIssuers, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either: (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.06 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 9.034.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or , (ii) will become due and payable at their Stated Maturity within one (1) year, or or (iii) if redeemable at the option of the Company, are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuers, and the CompanyIssuers, in the case of clauses (i), (ii) or (iii) above, has have deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereofor the Redemption Date, as the case may be; (2b) the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesIssuers; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company Issuers to the Trustee under Section 5.07 7.07, the obligations of the Trustee to any Authenticating Agent under Section 7.14 and, if money will shall have been deposited with the Trustee in accordance with pursuant to Section 3.01(1)(b11.01(a)(1)(ii), the obligations of the Company Trustee under Section 11.02 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 4.03 shall survive.

Satisfaction and Discharge. This Indenture will shall upon an Issuer Request cease to be of further effecteffect with respect to any series of Securities specified in such Issuer Request (except as to (i) rights hereunder of Holders of the Securities of such series to receive all amounts owing upon the Securities of such series and the other rights, duties and obligations of Holders of the Securities of such series, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (ii) the rights, obligations and immunities of the Trustee hereunder and (iii) as provided below in this Section 401), and the Trustee, on receipt upon demand of a Company Order, and at the expense of the CompanyIssuer, will shall execute proper instruments in form and substance satisfactory to the Trustee and the Issuer acknowledging satisfaction and discharge of this Indenture, Indenture when: (1) either (ai) all Subordinated Notes Securities of such series theretofore authenticated and delivered (other than (iA) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306, and (iiB) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 9.03406) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes that have Securities of such series not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or or (iiB) will become due and payable at their Stated Maturity Date within one year, or or (iiiC) if redeemable at the option of the Company, are to be called for redemption on a Redemption Date within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuer, and the CompanyIssuer, in the case of (iA), (iiB) or (iiiC) above, has has, pursuant to a Board Resolution, irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for such purpose, money in U.S. dollars in an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Subordinated Notes series not theretofore delivered to the Trustee for cancellation, including the principal ofof (and premium, if any) and interest on, Interest (including the Redemption Price upon redemption pursuant to Article 11) on such Subordinated NotesSecurities, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereofDate or such Redemption Date, as the case may be; (2) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesIssuer; and (3) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will shall have been deposited with the Trustee in accordance with pursuant to this Section 3.01(1)(b401, then the provisions of Sections 305, 306, 309, 607, 608(5), 1002, 1003 and 1012 and this Article 4 (other than Section 402) and, if the obligations Securities of the Company such series will be paid on a Redemption Date, Article 11 shall survive and the Trustee remain in full force and effect. At such time as satisfaction and discharge of this Indenture shall be effective with respect to the Subordinated Notes under Section 3.03 and Section 9.03 Securities of a particular series, the Guarantor will survivebe released from its Guarantees of the Securities of such series.

Satisfaction and Discharge. This Indenture (including the Notes and the Note Guarantees) will be discharged and this Indenture will cease to be of further effect, effect as to all Notes and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this IndentureNote Guarantees issued hereunder, when: (1) either: (aA) all Subordinated the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, payable or (ii) will become due and payable at their Stated Maturity within one year, year (or (iii) 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 Companyyear), and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds cash, non-callable Government Securities, or a combination of cash and non-callable Government Securities in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of such deposit (in maturity or redemption, as the case of Subordinated Notes which have become due and payable) or may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company Company, upon request for written acknowledgement of such satisfaction and discharge, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. In the case of satisfaction and discharge, upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee shall be sufficient for purposes of subclause (B) of clause (1) of this Section 11.01 to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of three Business Days prior to the date of such deposit, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to subclause (B) of clause (1) of this Section 3.01(1)(b)11.01, the obligations provisions of the Company Sections 11.02 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Bonds herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either either (aA) all Subordinated Notes Bonds theretofore authenticated and delivered (other than (i) Subordinated Notes any Bonds that shall have been destroyed, lost or stolen and which that shall have been replaced or paid as provided in Section 2.09 2.06 and (ii) Subordinated Notes Bonds for whose payment money has or noncallable Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0311.05) have been delivered to the Trustee for cancellation; or or (bB) all Subordinated Notes that have Bonds not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will by their terms become due and payable at their Stated Maturity within one year, year or (iii) 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 Companyredemption, and the Company, in the case of (i), (ii) Company shall deposit or (iii) above, has deposited or caused cause to be deposited with the Trustee as trust funds in trust for such purposethe purpose (x) moneys in an amount, or (y) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount sufficient amount, or (z) a combination thereof, sufficient, in the case of (y) or (z), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Subordinated Notes discharge, at maturity or upon redemption, all Bonds not theretofore delivered to the Trustee for cancellation, including the principal of(and premium, if any) and interest on, due or to become due to such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) maturity or to the Maturity thereofdate fixed for redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company has delivered to the Trustee an Officers’ a Manager's Certificate and an Opinion of Counsel, each stating that all the conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 7.07 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (y) of clause (1) of this Section, the obligations of the Company Trustee under Sections 11.03 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will 11.05 shall survive.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation, (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company to the Trustee under Section 5.07 6.7 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into securities of the Company or another issuer shall survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indentureeffect as to all Notes issued hereunder, when: (1) either: (aA) all Subordinated the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bB) all Subordinated of the Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, year or (iii) if redeemable at the option of the CompanyIssuers, 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 CompanyIssuers, and the Company, in the case of (i), (ii) or (iii) above, has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2) the Company has Issuers and/or the Guarantors have paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notesthem under this Indenture; and (3) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel, each Counsel to the Trustee stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to subclause (B) of clause (1) of this Section 3.01(1)(b)11.01, the obligations provisions of the Company Sections 11.02 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This The Indenture will (including this Supplemental Indenture) shall, upon the written request of the Company pursuant to an Officers’ Certificate, be discharged and cease to be of further effecteffect as to all outstanding Notes (except for (a) the rights of the Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 10.01, and as more fully set forth in such clause (b), payments in respect of the principal of, premium, if any, and accrued interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Section 1.06, Section 1.07, Section 1.08 and Section 4.02 and Section 305 and Section 306 of the Base Indenture and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging such satisfaction and discharge of the Indenture (including this Supplemental Indenture, ) as to all outstanding Notes (except as aforesaid) (“Satisfaction and Discharge”) when: (a) either (1) either (a) all Subordinated such Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated or Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, trust as provided for in Section 9.03this Supplemental Indenture) have been delivered to the Trustee for cancellation; , or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (ia) have become due and payable, or (iib) will become due and payable at their Stated Maturity within one year, or (iiic) 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 or sending of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (b) the Company, in the case of (i), (ii) Company or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount in (x) United States dollars or (y) United States dollars, U.S. Government Obligations or a combination thereof, sufficient (in the case of clause (y), in the opinion of a nationally recognized independent accounting firm or a nationally recognized investment banking firm) to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the principal of, premium, if any, and accrued interest onat such Maturity, such Subordinated Notes, to Stated Maturity or redemption date; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default of Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit) and such Satisfaction and Discharge will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the case of Subordinated Notes Company, any Guarantor or any Restricted Subsidiary is a party or by which have become due and payable) the Company, any Guarantor or to the Maturity thereof, as the case may beany Restricted Subsidiary is bound (other than this Supplemental Indenture); (2d) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder under this Supplemental Indenture by the Company with respect to the Outstanding Subordinated Notes; andand any Guarantor; (3e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel of independent counsel each stating that all conditions precedent herein provided for under this Supplemental Indenture relating to the satisfaction Satisfaction and discharge of this Indenture Discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of complied with; and (f) the Company has delivered irrevocable instructions to the Trustee under Section 5.07 and, if hereunder to apply any deposited money will have been deposited with described in clause (b) above to the Trustee in accordance with Section 3.01(1)(b), the obligations payment of the Company and Notes at Maturity, Stated Maturity or the Trustee with respect to redemption date, as the Subordinated Notes under Section 3.03 and Section 9.03 will survivecase may be.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Notes specified in such Company Order and any Coupons appertaining thereto (except as to any surviving rights of Notes of such series expressly provided for herein or pursuant thereto), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and 3.5, (ii) Subordinated Coupons appertaining to Notes of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.6, and (iii) Notes and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have of such series and, in the case of (i) or (ii) of this subclause (b) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of subclause (ib)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Notes are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, and interest onany premium or interest, if any, on such Subordinated NotesNotes and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesNotes of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Certificate Opinion of Counsel and an Opinion of CounselOfficers' Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Notes of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Notes of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated any series of Notes, the obligations of the Company to the Trustee (including in its capacity as Authenticating Agent, Calculation Agent and Issuing and Paying Agent) under Section 5.07 6.6 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Subordinated Notes of each series under Section 3.03 Sections 3.5, 3.7, 4.3, 10.2 and Section 9.03 will 10.3, and with respect to any rights to convert or exchange such Notes into securities of the Company or another issuer, shall survive.

Satisfaction and Discharge. This Indenture will shall be discharged and shall cease to be of further effecteffect with respect to any series of Securities (except as to any surviving rights or registration of transfer, and the Trustee, on receipt of a Company Order, at the expense exchange or conversion of the Company, will execute proper instruments acknowledging satisfaction and discharge Securities of such series expressly provided for in this Indenture, Indenture or in the form of Security for such series) as to all Outstanding Securities of such series when: (1a) either (ai) all Subordinated Notes Securities of such series theretofore executed, authenticated and delivered (other than (i) Subordinated Notes except lost, stolen or destroyed Securities of such series that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes Securities of such series for whose payment money has theretofore been (x) deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03trust or (y) paid to any State or the District of Columbia pursuant to its unclaimed property or similar laws) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes that have Securities of such series not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or ; or (iiB) will become due and payable at their Stated Maturity stated maturity within one year, or ; or (iiiC) 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 Company, and the Company, in the case of (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for such the purpose, an money in the amount in the currency or currency units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Subordinated Notes series of Securities not theretofore delivered to the Trustee for cancellation, including the for principal of(and premium, if any) and interest oninterest, such Subordinated Notesif any, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) ), or to the Stated Maturity thereofor redemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notessuch Securities; and (3c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, Counsel each stating to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 7.07 and, if money will shall have been deposited with the Trustee in accordance with pursuant to subclause (ii) of paragraph (a) of this Section 3.01(1)(b)9.01, the obligations of the Company Trustee under Section 9.02 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will shall survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, effect as to all Notes issued hereunder when: (a) either: (1) either (a) all Subordinated the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payablepayable or, or (ii) within one year will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are subject to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee as set forth in the name, and at the expense, of the Company, Section 3.07 hereof and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds U.S. dollars, non-callable Government Securities, or a combination thereof, in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit together with irrevocable written instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2b) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel (subject to customary assumptions and exceptions) stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to subclause (2) of clause (a) of this Section 3.01(1)(b)11.01, the obligations provisions of the Company Sections 11.02 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture and the Notes will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either: (aA) all Subordinated the Notes theretofore that have been authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or stolen and which Notes that have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company Issuer or discharged from such trust, trust as provided for in Section 9.03this Indenture) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have not been delivered to the Trustee for cancellation (ix) have become due and payable, payable (by reason of the mailing of a notice of redemption or otherwise) or (iiy) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in dollars, non-callable U.S. Government Obligations or a combination thereof, in such purposeamounts as will be sufficient, an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, including the principal ofpremium, if any, and accrued interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) maturity or to the Maturity thereof, as the case may be;redemption; and (2ii) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to Issuer under this Indenture and the Outstanding Subordinated Notes; and (3iii) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Issuer must deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, subject to customary assumptions and qualifications, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of this the Indenture have been satisfied; provided that any such counsel in providing such opinion may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii) of this Section 11.01(a)). (b) With respect to the termination of obligations with respect to Section 11.01(a)(i)(A), the obligations of the Issuer under Section 7.06 shall survive. With respect to the termination of obligations with respect to Section 11.01(a)(i)(B), the obligations of the Issuer in Sections 2.03 (solely to the extent necessary to carry out its obligations that remain under this Indenture), 2.06, 2.07, 2.12, 4.01, 4.02 (solely to the extent necessary to carry out its obligations that remain under this Indenture), 4.06, 7.06, 7.07, 8.05 and 8.07 shall survive until the Notes are no longer outstanding. Thereafter, only the obligations of the Issuer in Sections 7.06, 7.07 and 8.07 shall survive. After any such irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee upon request shall acknowledge in writing the discharge of the obligations of the Issuer under this Indenture, the Notes, and any supplemental indenture, except for those surviving obligations specified above. (c) Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to Section 3.01(1)(b11.01(a)(i)(B), the obligations provisions of the Company Sections 8.06 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 11.02 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indentureeffect as to all Notes issued hereunder, when: (1) either: (a) all Subordinated Notes theretofore the existing authenticated and delivered Notes (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, payable or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory (including by way of irrevocable instructions delivered by the Company to the Trustee for to effect the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyNotes), and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such purposeNotes, an amount funds in amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Subordinated Notes notes not theretofore already delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notesit under this Indenture; and (3) the Company has has, upon its request for written acknowledgment of such satisfaction and discharge of the Indenture, delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under the Indenture relating to the satisfaction and discharge of this the Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to subclause (b) of clause (1) of this Section 3.01(1)(b)11.01, the obligations provisions of the Company Sections 11.02 and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will cease In addition to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company’s rights under Section 7.01, will execute proper instruments acknowledging satisfaction and discharge the Company may terminate all of this Indenture, its obligations under the Indenture as to all outstanding Notes (subject to Section 7.03) when (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6 of the Base Indenture and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (except lost, stolen or destroyed Notes which have been replaced or paid) have (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, year or (iii) 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 CompanyTrustee, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be;; and (23) the Company has and/or the Guarantors have paid or caused to be paid all other sums payable hereunder by under the Company with respect to the Outstanding Subordinated NotesIndenture; and (34) there exists no Default or Event of Default under the Indenture; and (5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein provided for relating to the satisfaction and discharge of this the Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of complied with; and (6) the Company shall have paid all amounts owing to the Trustee under pursuant to Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations 6.7 of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will surviveBase Indenture.

Satisfaction and Discharge. This Indenture will shall upon the request of the Company cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of Securities herein expressly provided for, the Company's obligations under Sections 7.07 and 8.04 hereof, and the Company's, the Trustee, on receipt of a Company Order's and the Paying Agent's obligations under Section 8.03 hereof) and the Trustee, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1a) either (ai) all Subordinated Notes theretofore Securities therefore authenticated and delivered (other than (iA) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.08 and (iiB) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust with the Trust or segregated and held in trust by the Company any Paying Agent and thereafter repaid paid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or ; or (iiB) will become due and payable at their Stated Maturity within one year, or or (iiiC) 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 Company, and the Company, in the case of clause (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, purpose money or U.S. Government Obligations in an amount sufficient (as certified by an independent public accountant designated by the Company) to pay and discharge the entire indebtedness on of such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of(and premium, if any) and interest oninterest, such Subordinated Notesif any, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2b) the Company has paid or caused to be paid all other sums then due and payable hereunder by the Company Company; (c) no Default or Event of Default with respect to the Outstanding Subordinated NotesSecurities shall have occurred and be continuing on the date of such deposit and after giving effect to such deposit; and (3d) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the Company's obligations of in Sections 2.03, 2.04, 2.06, 2.08, 2.11, 7.07, 7.08, 8.02, 8.03 and 8.04, and the Company Trustee's and Paying Agent's obligations in Section 8.03 shall survive until the Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.03 and 8.04 and the Trustee's and Paying Agent's obligations in Section 8.03 shall survive. In order to the Trustee under Section 5.07 andhave money available on a payment date to pay principal (and premium, if money will have been deposited with any, on) or interest on the Trustee in accordance with Section 3.01(1)(b)Securities, the obligations of U.S. Government Obligations shall be payable as to principal (and premium, if any) or interest at least one Business Day before such payment date in such amounts as will provide the Company and necessary money. U.S. Government Obligations shall not be callable at the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will surviveissuer's option.

Satisfaction and Discharge. This Section 301. Satisfaction and Discharge of Indenture. Except as set forth below, this Indenture will shall upon Company Request cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided for herein or pursuant hereto), and the Trustee, on upon receipt of a Company Order, and at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1) either (aA) all Subordinated Notes Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 209 and (iii) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03903) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have Securities not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of clause (iB)(i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, solely for the benefit of the Holders, an amount in the Currency in which the Securities are payable, sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of(and premium, if any) and interest oninterest, such Subordinated Notesif any, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company has irrevocably paid or caused to be irrevocably paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 5.07 506, the obligations of the Company to any Authenticating Agent under Section 512 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (B) of clause (1) of this Section, the obligations of the Company Trustee under Section 302 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will survive903 shall survive any termination of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indentureeffect as to all Notes issued hereunder, when: (1) either: (a) all Subordinated Notes theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 this Indenture and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust with either Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 9.03this Indenture) have been delivered to the either Trustee for cancellation; or (b) (y) all Subordinated Notes that have not been theretofore delivered to the either Trustee for cancellation (i) have become due and payable, payable or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee Trustees for the giving of notice of redemption by the Trustee Trustees in the name, and at the expense, of the Company, and (z) the Company, Company (i) in the case of (ib)(y)(i), (ii) or (iii) aboveof this Section 10.01(1)(b), has irrevocably deposited or caused to be deposited with the either Trustee as trust funds in trust for such purpose, purpose an amount in United States dollars, sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the such Trustee for cancellation, including the for principal of(and premium, if any), interest, if any, and interest onAdditional Amounts, such Subordinated Notesif any, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereofor date of redemption, as the case may be; , (2ii) the Company has paid or caused to be paid all other sums amounts payable hereunder under the Notes Documents by the Company with respect Company, including all amounts payable to the Outstanding Subordinated Notes; and Trustees and the Collateral Agent, and (3iii) the Company has delivered to the Trustee Trustees an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to the Notes have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 10.01, the provisions of Sections 10.02, 8.05 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. The Collateral will be released from the Lien securing the Notes as provided under Section 12.03 of this Indenture upon the satisfaction and discharge of this Indenture in accordance with the provisions of this Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive10.01.

Satisfaction and Discharge. This Indenture will and the Notes shall upon request of the Company contained in an Officer’s Certificate cease to be of further effecteffect (except as set forth in the last paragraph of this ‎Section 3.01), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: A. either: (1) either (ai) all Subordinated Notes theretofore authenticated and delivered (other than (ix) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 ‎Section 2.06 and (iiy) Subordinated Notes for whose payment money has theretofore been deposited in trust with the Trustee or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03‎Section 4.04(d)) have been delivered to the Trustee Note Registrar for cancellation; or (bii) all Subordinated Notes that have not been the Company or the Guarantor has irrevocably deposited with the Trustee or delivered to Holders, as applicable, after all of the Trustee for cancellation outstanding Notes have (i) have become due and payable, whether at the Maturity Date, upon Tax Redemption, upon Optional Redemption or at any Fundamental Change Repurchase Date, and/or (ii) will become due and payable at their Stated Maturity within one year, or have been exchanged (iii) 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 Company, and the Company, in the case of (irelated Settlement Amounts have been determined), cash or, solely to satisfy outstanding exchanges, cash and/or Ordinary Shares (ii) or (iii) aboveif applicable, has deposited or caused to be deposited with the Trustee Reference Property), as trust funds in trust for such purposeapplicable, an amount sufficient to pay and discharge all of the entire indebtedness on such Subordinated outstanding Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereofand/or satisfy all exchanges, as the case may be; (2) the Company has paid or caused to be paid , and pay all other sums due and payable hereunder under this Indenture by the Company and the Guarantor, along with respect irrevocable instructions to apply such cash to the Outstanding Subordinated payment of the Notes, as applicable; and (3) B. the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)Indenture, the obligations of the Company and the Trustee with respect Guarantor to the Subordinated Notes Trustee under Section 3.03 ‎Section 7.06 and, if cash and/or Ordinary Shares shall have been deposited with the Paying Agent pursuant to ‎Section 3.01.A(ii), ‎Section 4.04 shall survive such satisfaction and Section 9.03 will survivedischarge.

Satisfaction and Discharge. (a) This Indenture will and the Notes shall cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when effect when (1) either (ai) all Subordinated Notes theretofore authenticated and delivered (other than (ix) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced replaced, paid or paid converted as provided in Section 2.09 2.06 and (iiy) Subordinated Notes for whose payment money has theretofore heretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.034.04(d)) have been delivered to the Trustee for cancellation; or or (bii) all Subordinated Notes that have not been the Company has deposited with the Trustee or delivered to Holders, as applicable, after the Trustee for cancellation (i) Notes have become due and payable, whether on the Maturity Date, any Redemption Date, any Optional Repurchase Date, any Change of Control Repurchase Date, upon conversion or (ii) will become otherwise, cash or cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding Notes and all other sums due and payable at their Stated Maturity within one year, under this Indenture or the Notes by the Company; and (iiib) if redeemable the Trustee upon request of the Company contained in an Officer’s Certificate and at the option expense 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for shall execute such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder instruments reasonably requested by the Company with respect to acknowledging satisfaction and discharge of this Indenture and the Outstanding Subordinated Notes; and (3) , when the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture and the Notes have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 and, if 7.06 shall survive. The Trustee shall hold in trust all money will have been deposited with it pursuant to this Section 3.01 and shall apply such deposited money through the Trustee Paying Agent and in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect this Indenture to the Subordinated Notes under Section 3.03 and Section 9.03 will survivepayment of amounts due on the Notes.

Satisfaction and Discharge. This Indenture will shall be discharged and shall cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indentureeffect as to all Notes, when: (1) either : (aA) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, except lost stolen or stolen and destroyed notes which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or , or (bB) all Subordinated such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, payable by making a notice of redemption or otherwise or (ii) will become due and payable at their Stated Maturity within one year, year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuer, and the Company, in the case of (i), (ii) Issuer or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes the Notes, not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) Stated Maturity or to the Maturity thereof, as the case may beRedemption Date; (2) the Company Issuer has paid or caused to be paid all other sums then due and payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated Notes; andIssuer; (3) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (4) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating subject to customary assumptions and exclusions, to the effect that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture set forth in clauses (1)-(3) have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will have has been deposited with the Trustee in accordance with pursuant to Section 3.01(1)(b11.1(1), the obligations provisions of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 12.1 and Section 9.03 will 8.6 hereof shall survive.

Satisfaction and Discharge. This Indenture will shall be discharged and shall cease to be of further effect, and the Trustee, on receipt effect as to all Securities of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indentureany particular series, when (1) either: (a) all Subordinated Notes theretofore authenticated and delivered (other than either; (i) Subordinated Notes all Securities of that series that have been destroyedauthenticated, lost except lost, stolen or stolen and which destroyed Securities of that series that have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes Securities of that series for whose which payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes Securities of that series that have not been delivered to the Trustee for cancellation (i) have become due and payable, payable by reason of the mailing of a notice of redemption or (ii) will otherwise or shall become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, Company has deposited or caused to be irrevocably deposited with the Trustee or the Paying Agent, in trust, for the benefit of the Holders of the Securities of that series, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as trust funds will be sufficient, in trust for such purposethe opinion of a nationally recognized firm of independent public accountants, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated Notes the Securities of that series not theretofore delivered to the Trustee for cancellationcancellation for principal, including the principal ofpremium, if any, and interest on, such Subordinated Notesaccrued interest, to the date of such deposit maturity or redemption; (in b) the case of Subordinated Notes which have become due and payable) or Company has paid all sums payable by it under this Indenture with respect to the Maturity thereofSecurities of that series; (c) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities of that series at maturity or on the redemption date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all the conditions precedent herein provided for relating to the satisfaction and discharge of the Securities of that series pursuant to this Indenture Section 8.1 have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesSecurities of any series, the obligations of the Company to the Trustee under Section 5.07 7.5 and, if money will shall have been deposited with the Trustee in accordance with pursuant to subclause (ii) of clause (a) of this Section 3.01(1)(b)8.1, the obligations of the Company and the Trustee with respect to the Subordinated Notes Securities of that series under Section 3.03 Sections 2.5, 2.8, 2.9, 4.4 and Section 9.03 will survive8.6, shall survive such satisfaction and discharge. The Trustee, on demand and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effect, effect with respect to any series of Securities specified in such Company Order and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and have been accepted by the Trustee for cancellation (other than (i) Subordinated Notes that Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, and (ii) Subordinated Notes Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation10.3); or (b) all Subordinated Notes that have Securities of such series not been theretofore delivered to the Trustee for cancellation cancellation: (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company to the Trustee under Section 5.07 6.7 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Subordinated Notes Securities of such series under Section 3.03 3.5, Section 3.6, Section 4.3, Section 10.2 and Section 9.03 will survive10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 10.4 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b), and with respect to any rights to convert or exchange such Securities into Common Stock or other securities, cash or other property shall survive such satisfaction and discharge.

Satisfaction and Discharge. This Indenture will cease of Debt Securities of any Series. ---------------------------------------------------- (a) The Company shall be deemed to have satisfied and discharged the entire indebtedness on all the Debt Securities of any particular series and, so long as no Event of Default shall be continuing, the Trustee for the Debt Securities of further effectsuch series, upon Company Request and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenturesuch indebtedness, when: (1) either (aA) all Subordinated Notes Debt Securities of such series theretofore authenticated and delivered (other than (i) Subordinated Notes that any Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6 and (ii) Subordinated Notes Debt Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in the last paragraph of Section 9.0310.3) have been delivered to the such Trustee for cancellation; or (bB) with respect to all Subordinated Notes that have Outstanding Debt Securities of such series described in (A) above not been theretofore so delivered to the Trustee for cancellation the Debt Securities of such series for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, Company has deposited or caused to be deposited with the such Trustee as trust funds in trust for such purpose, an amount (except as otherwise specified pursuant to Section 3.1 for the Debt Securities of such series), sufficient to pay and discharge the entire indebtedness on all such Subordinated Notes not theretofore delivered to the Trustee Outstanding Debt Securities of such series for cancellationprincipal (and premium, including the principal ofif any) and interest, and interest on, such Subordinated Notesif any, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) Stated Maturity or to the Maturity thereofany Redemption Date 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 U.S. 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 Debt 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 4.2, 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; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; andDebt Securities of such series; (3) the 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 this Indenture the entire indebtedness on all Debt Securities of such series have been satisfied. Notwithstanding complied with; and (4) if the Debt 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 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 Debt Securities. (b) Upon the satisfaction of the conditions set forth in this Section 4.1 with respect to all the Debt 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 Indenture, shall no longer be binding upon, or applicable to, the Company, and the Holders of the Debt Securities of such series shall look for payment only to the funds or obligations deposited with the Trustee pursuant to Section 4.1(a)(1)(B); provided, however, that in no event shall the Company be discharged from (i) any payment obligations in respect of Debt 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 Company under applicable law, (ii) from any obligations under Sections 4.2(b), 6.7 and 6.10 and (iii) from any obligations under Sections 3.5 and 3.6 (except that Debt Securities of such series issued upon registration of transfer or exchange or in lieu of mutilated, destroyed, lost or stolen Debt Securities 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 Subordinated NotesCompany within 91 days after the deposit, the entire indebtedness on all Debt Securities of such series shall not be discharged, and in such event the Trustee shall return such deposited funds or obligations of as it is then holding to the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the upon Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will surviveRequest.

Satisfaction and Discharge. This Indenture will shall upon Issuer Request be discharged and cease to be of further effecteffect as to all Junior Notes issued hereunder (except as to rights of registration of transfer and exchange of Junior Notes), and the Trustee, on receipt of a Company Order, at the expense of the CompanyIssuer, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture with respect to the Junior Notes when: (1) either: (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Junior Notes that have been destroyedtheretofore authenticated and delivered, lost except (i) lost, stolen or stolen and which destroyed Junior Notes that have been replaced or paid as provided in Section 2.09 2.07 (Mutilated, Destroyed, Lost and Stolen Junior Notes) and (ii) Subordinated Junior Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company Issuer or discharged from such trust, trust as provided in Section 9.03) 4.28 (Money for Payments to be Held in Trust), have been delivered to the Trustee for cancellation; or (b) all Subordinated Junior Notes described in (a) above that have not theretofore been delivered to the Trustee for cancellation cancellation: (i) have become due and payable, payable by reason of the giving or delivery of a notice of redemption or otherwise; (ii) will become due and payable at their Stated Maturity within one year, or ; or (iii) 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 CompanyIssuer, and the Company, in the case of (i), (ii) or (iii) above, above the Issuer has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash denominated in the Relevant Currency, in such purposeamounts as will be sufficient without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated the Junior Notes not theretofore delivered to the Trustee for cancellation, including the principal ofand premium, if any, and accrued interest onand Additional Amounts, such Subordinated Notesif any, to the date of such deposit (in Stated Maturity or the case of Subordinated Notes which have become due and payable) or to the Maturity thereofRepayment Date, as the case may be; (2) in the Company case of clause (1)(b)(ii) or (iii) above, no Default or Event of Default with respect to the Junior Notes has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Subsidiary of the Issuer is a party or by which the Issuer or any Subsidiary of the Issuer is bound; (3) the Issuer has paid or caused to be paid all other sums then payable hereunder by the Company with respect to the Outstanding Subordinated Notesit under this Indenture; and (34) if applicable, the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Junior Notes at Stated Maturity or the Repayment Date, as the case may be. In addition, the Issuer shall deliver an Officers’ ' Certificate and an Opinion of CounselCounsel to the Trustee, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Upon the satisfaction of the conditions set forth in this Section 9.01 with respect to all the Junior Notes, the terms and conditions of the Junior Notes, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Issuer. Notwithstanding the any satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the any obligations under Sections 7.07 (Compensation and Indemnity), 7.03 (Certain Rights and Discretions of the Company to the Trustee under Section 5.07 Trustee), 7.04 (Individual Rights of Trustee) and 7.10 (Resignation and Removal; Appointment of Successor) and, if money will cash shall have been deposited with the Trustee in accordance with pursuant to subclause (b) of clause (1) of this Section 3.01(1)(b)9.01, the obligations of the Company Trustee under Section 9.02 (Application of Trust Money) and the Trustee with respect last paragraph of Section 4.28 (Money for Payments to the Subordinated Notes under Section 3.03 be Held in Trust) shall survive any such satisfaction and Section 9.03 will survivedischarge.

Satisfaction and Discharge. This Indenture will shall upon the request of the Company cease to be of further effecteffect with respect to all outstanding Notes (except as to surviving rights of registration of transfer or exchange of Notes herein expressly provided for, the Company’s and any Guarantor’s obligations under Section 7.07, and the Trustee’s and each Paying Agent’s obligations under Sections 8.06 and 8.07) and Guarantees, and the Trustee, on receipt of a Company Order, demand and at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1a) either (ai) all Subordinated outstanding Notes theretofore authenticated and delivered (other than (iA) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.07 and (iiB) Subordinated Notes for whose payment money has theretofore been deposited in trust with the Trustee or segregated and held in trust by the Company any Paying Agent and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bii) all Subordinated outstanding Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, payable by reason of the giving of a notice of redemption or otherwise; o (iiB) will shall become due and payable at their Stated Maturity within one year, or or (iiiC) 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 Company, and the CompanyCompany or any Guarantor, in the case of clause (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for such purposepurpose cash in U.S. dollars, U.S. Government Securities, or a combination thereof, in an amount sufficient (without consideration of any reinvestment of interest and as certified by an independent public accountant designated by the Company expressed in a written certification thereof delivered to the Trustee) to pay and discharge the entire indebtedness on such Subordinated of the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of(and premium, if any), and accrued and unpaid interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereofor redemption date, as the case may be; (2b) the Company or any Guarantor has paid or caused to be paid all other sums then due and payable hereunder by it under this Indenture; (c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and after giving effect to such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company with respect to or any Guarantor is a party or by which the Outstanding Subordinated NotesCompany or any Guarantor is bound; and (3d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding In order to have money available on a payment date to pay principal of, and premium, if any, and interest on, the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of U.S. Government Securities shall be payable as to principal or interest at least one Business Day before such payment date in such amounts as shall provide the Company to necessary money. The U.S. Government Securities shall not be callable at the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will surviveissuer’s option.

Satisfaction and Discharge. This The Indenture will (including this Supplemental Indenture) shall, upon the written request of the Company pursuant to an Officers’ Certificate, be discharged and cease to be of further effecteffect as to all outstanding Notes (except for (a) the rights of the Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 10.01, and as more fully set forth in such clause (b), payments in respect of the principal of, premium, if any, and accrued interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Section 1.06, Section 1.07, Section 1.08 and Section 4.02 and Section 305 and Section 306 of the Base Indenture and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging such satisfaction and discharge of the Indenture (including this Supplemental Indenture, ) as to all outstanding Notes (except as aforesaid) (“Satisfaction and Discharge”) when: (a) either (1) either (a) all Subordinated such Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated or Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, trust as provided for in Section 9.03this Supplemental Indenture) have been delivered to the Trustee for cancellation; , or (b2) all Subordinated Notes that have not been theretofore delivered to the Trustee for cancellation (ia) have become due and payable, or (iib) will become due and payable at their Stated Maturity within one year, or (iiic) 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 or sending of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (b) the Company, in the case of (i), (ii) Company or (iii) above, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount in (x) United States dollars or (y) United States dollars, U.S. Government Obligations or a combination thereof, sufficient (in the case of clause (y), in the opinion of a nationally recognized independent accounting firm or a nationally recognized investment banking firm) to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andpremium, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)any, the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.accrued interest at such Maturity, Stated Maturity or redemption date;

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, Securities and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notes; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.any Coupons appertaining

Satisfaction and Discharge. This Upon the direction of the Issuer by an Issuer Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Issuer Order, and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, an Issuer Order at the expense of the CompanyIssuer, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Xxxxxxx 000, (xx) 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 of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 2.09 1107, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) if redeemable at the option of the CompanyIssuer, 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 CompanyIssuer, and the CompanyIssuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has Issuer or the Guarantors have paid or caused to be paid all other sums payable hereunder by the Company Issuer and the Guarantors with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of CounselCounsel and each Guarantor has delivered to the Trustee a Guarantor's Officers' Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notesany series of Securities, the obligations of the Company Issuer to the Trustee under Section 5.07 605 and, if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company Issuer, the Guarantors and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 305, 306, 403, 1002 and 1003, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 3.03 1004 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)), and Section 9.03 will with respect to any rights to exchange such Securities into other securities shall survive.

Satisfaction and Discharge. This Indenture will shall cease to be of further effecteffect (except as to the rights of Holders under Sections 2.09, 2.11, 4.02, 4.03 and 4.04 hereof) and the Trustee, on receipt of a Company OrderOrder requesting such action, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either when (a) all Subordinated Notes theretofore authenticated and delivered (other than either (i) Subordinated all outstanding Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Subordinated such Notes that have not been theretofore delivered to the Trustee for cancellation (iA) have become due and payable, or (iiB) will become due and payable at their Stated Maturity within one year, year or (iiiC) if redeemable at the option of the Company, are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (iA), (iiB) or (iiiC) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, the purpose an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee Notes, for cancellationprincipal (and premium, including the principal of, if any) and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; , together with irrevocable instructions from the Company in form and substance satisfactory to the Trustee directing the Trustee to apply such funds to the payment thereof; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesCompany; and and (3c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect pursuant to the Subordinated Notesthis Section 1.06, the obligations of the Company to the Trustee under Section 5.07 7.07 hereof, and, if money will shall have been deposited with the Trustee in accordance with trust for the Holders pursuant to this Section 3.01(1)(b)1.06, the obligations of the Company Trustee under this Section 1.06 and Section 4.03 hereof shall survive. All money deposited with the Trustee pursuant to this Section 1.06 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such money has been deposited with the Trustee. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Section 1.06 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Section 1.06 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with respect this Section 1.06; PROVIDED that, if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the Subordinated rights of the Holders of such Notes under Section 3.03 and Section 9.03 will surviveto receive such payment from the cash or U.S. Government Obligations held by the Trustee or Paying Agent.

Satisfaction and Discharge. This Indenture will shall upon a Company Request cease to be of further effecteffect with respect to any series of Securities specified in such Company Request (except as to (i) rights hereunder of Holders of the Securities of such series to receive all amounts owing upon the Securities of such series as and when the same shall become due and payable and the other rights of Holders of the Securities of such series, as beneficiaries hereof with respect to the amounts, if any, deposited with the Trustee as provided below, (ii) the rights, obligations and immunities of the Trustee hereunder and (iii) as provided below in this Section 401), and the Trustee, on receipt upon demand of a Company Order, and at the expense of the Company, will shall execute proper instruments in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture, Indenture with respect to the Securities of such series when: (1) either (ai) all Subordinated Notes Securities of such series theretofore authenticated and delivered (other than (iA) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306, and (iiB) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bii) all Subordinated Notes that have Securities of such series not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or or (iiB) will become due and payable at their Stated Maturity within one year, or or (iiiC) if redeemable at the option of the Company, are to be called for redemption on a Redemption Date within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (iA), (iiB) or (iiiC) above, has has, pursuant to a Board Resolution, irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for such purpose, money in U.S. dollars in an amount sufficient to pay and discharge the entire indebtedness on the Securities of such Subordinated Notes series not theretofore delivered to the Trustee for cancellation, including the principal ofof (and premium, if any) and interest on, Interest (including the Redemption Price upon redemption pursuant to Article Eleven) on such Subordinated NotesSecurities, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor such Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 andIndenture, if money will shall have been deposited with the Trustee in accordance with pursuant to this Section 3.01(1)(b401, then the provisions of Sections 305, 306, 308, 309, 310, 607, 608(5), 1002, 1003, 1009 (if applicable to the obligations Securities of such series) and 1011 and this Article Four (other than Section 402) and, if the Company Securities of such series will be paid on a Redemption Date, Article Eleven shall survive and the Trustee remain in full force and effect. At such time as satisfaction and discharge of this Indenture shall be effective with respect to the Subordinated Notes under Section 3.03 and Section 9.03 Securities of a particular series, the Guarantor will survivebe released from its Guarantees of the Securities of such series.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or , (ii) will become due and payable at their Stated Maturity within one year, or or (iii) if redeemable at the option of the CompanyCompany 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, (1) money in the Currency in which such Securities are payable, (2) Government Obligations or (3) a combination thereof applicable to such Securities in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto (based upon applicable law as in effect on the date of such deposit), to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; provided, however, that upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deficit is in fact paid). Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations any series of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)Securities, the obligations of the Company and the Guarantor to the Trustee under Section 6.6 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company, the Guarantor and the Trustee with respect to the Subordinated Notes Securities of such series under Section 3.03 3.5, Section 3.6, Section 4.3, Section 10.2 and Section 9.03 will survive10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any rights to convert or exchange such Securities into Common Stock of the Company or other securities shall survive such satisfaction and discharge.

Satisfaction and Discharge. This Indenture will shall upon the request of the Issuers cease to be of further effecteffect (except as to surviving rights of registration of transfer or exchange of Notes herein expressly provided for, the Issuers' obligations under Section 7.07 hereof, the Issuers' rights of optional redemption under Article 3 hereof, and the Trustee, on receipt of a Company Order's and the Paying Agent's obligations under Section 12.02 and 12.03 hereof) and the Trustee, at the expense of the CompanyIssuers, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when (1a) either (ai) all Subordinated Notes theretofore therefore authenticated and delivered (other than (iA) Subordinated Notes that which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 2.07 and (iiB) Subordinated Notes for whose payment money has theretofore been deposited in trust with the Trustee or segregated and held in trust by the Company any Paying Agent and thereafter repaid paid to the Company Issuers or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (bii) all Subordinated such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (iA) have become due and payable, or ; or (iiB) will shall become due and payable at their Stated Maturity within one year, or or (iiiC) 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 CompanyIssuers, and the CompanyIssuers, in the case of clause (iA), (iiB) or (iiiC) above, has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, purpose money or U.S. Government Obligations in an amount sufficient (as certified by an independent public accountant designated by the Issuers) to pay and discharge the entire indebtedness on of such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the for principal of(and premium, if any) and interest oninterest, such Subordinated Notesif any, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) or to the Stated Maturity thereofor redemption date, as the case may be; (2b) the Company has Issuers have paid or caused to be paid all other sums then due and payable hereunder by the Company Issuers; (c) no Default or Event of Default with respect to the Outstanding Subordinated NotesNotes shall have occurred and be continuing on the date of such deposit and after giving effect to such deposit; and (3d) the Company has Issuers have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survivecomplied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, and the Trustee, on receipt effect (except as to surviving rights or registration of a Company Order, at the expense transfer or exchange of the CompanyNotes, will execute proper instruments acknowledging satisfaction and discharge of as expressly provided for in such Indenture) as to all outstanding Notes issued under this Indenture, Indenture when (1) either: (a) all Subordinated such Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated such Notes that have not been theretofore delivered to the Trustee for cancellation (i1) have become due and payable, payable or (ii2) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of such deposit (in maturity or redemption, as the case of Subordinated Notes which have become due and payable) or may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the Company's obligations of the Company to the Trustee under Section 5.07 andin Sections 2.3, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)2.4, the obligations of the Company 2.6, 2.7, 2.11, 7.7, 7.8, 12.2, 12.3 and 12.4 and the Trustee with respect to Trustee's and Paying Agent's obligations in Section 11.2 shall survive until the Subordinated Notes under are no longer outstanding. Thereafter, only the Company's obligations in Section 3.03 and Section 9.03 will 7.7 shall survive.

Satisfaction and Discharge. Section 401.Satisfaction and Discharge of Indenture This Indenture will shall upon Company Request cease to be of further effecteffect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture with respect to such Securities, when (1) either (aA) all Subordinated Notes such Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306, and (ii) Subordinated Notes such Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or , (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, Company in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, this purpose an amount of money in the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated Notessuch Securities; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Securities have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesSecurities of any series, (i) the obligations of the Company to the Trustee under Section 5.07 and607, the obligations of the Trustee to any Authenticating Agent under Section 614 and the right of the Trustee to resign under Section 610 shall survive, and (ii) if money will shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Company and/or the Trustee under Sections 402, 606, 701 and 1002 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 1003 shall survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect, effect (except as set forth below) as to all outstanding Notes and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture when: (1) either: (a) all Subordinated the Notes theretofore authenticated and delivered (other than (i) Subordinated except lost, stolen or destroyed Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee or the Registrar (if to the Registrar the Registrar shall provide written confirmation to the Trustee) for cancellation; or (b) all Subordinated Notes that have not been theretofore delivered to the Trustee or the Registrar (if to the Registrar the Registrar shall provide written confirmation to the Trustee) for cancellation (i1) have become due and payable, payable or (ii2) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to may be called for redemption within one year 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 Company, and the Company, in the case of (i), (ii) or (iii) above, Company has irrevocably deposited or caused to be deposited with the Trustee or Paying Agent as trust the case may be (if with the Paying Agent, the Company shall provide the Trustee with an Officers’ Certificate to evidence such deposit) funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness Indebtedness on such Subordinated the Notes not theretofore delivered to the Trustee or the Registrar for cancellation, including the for principal of, premium, if any, and interest on, such Subordinated Notes, on the Notes to the date of deposit, together with irrevocable instructions from the Company directing the Paying Agent to apply such deposit (in the case of Subordinated Notes which have become due and payable) or funds to the Maturity thereofpayment thereof at maturity or redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company has delivered to the Trustee (with a copy to the Registrar) an Officers’ Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the Company’s obligations of the Company to the Trustee under Section 5.07 andin Sections 2.3, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)2.4, the obligations of the Company 2.6, 2.7, 2.11, 7.7, 7.8, 12.2 and 12.4, and the Trustee with respect to Trustee’s and Paying Agent’s obligations in Section 11.2 shall survive until the Subordinated Notes under are no longer outstanding. Thereafter, only the Company’s obligations in Section 3.03 and Section 9.03 will 7.7 shall survive.

Satisfaction and Discharge. This Indenture will cease to be of further effect, and the Trustee, on receipt of a Company Order, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (a) all Subordinated Notes theretofore authenticated and delivered (other than (i) Subordinated Notes that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (ii) Subordinated Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.03) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes not theretofore delivered to the Trustee for cancellation, including the principal of, and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes which have become due and payable) redemption or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesNotes or this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b), the obligations of the Company and the Trustee with respect to the Subordinated Notes under Section 3.03 and Section 9.03 will survive.

Satisfaction and Discharge. This Upon the direction of the Company by a Company Order or of any Guarantor by a Guarantor Order, this Indenture will shall cease to be of further effecteffect with respect to any series of Securities specified in such Company Order or Guarantor Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, Order or a Guarantor Order at the expense of the CompanyCompany and the Guarantors, will shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, whenif (1) either (a) all Subordinated Notes Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Subordinated Notes that Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 3.5, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 3.6, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 11.7, and (iiiv) Subordinated Notes Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or any Guarantor and thereafter repaid to the Company or such Guarantor, as the case may be, or discharged from such trust, as provided in Section 9.0310.3) have been delivered to the Trustee for cancellation; or (b) all Subordinated Notes that have Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not been theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 CompanyCompany and the Guarantors, and the CompanyCompany or any Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Subordinated NotesSecurities and any Coupons appertaining thereto, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantors with respect to the Outstanding Subordinated NotesSecurities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of CounselCounsel and the Guarantors have delivered to the Trustee a Guarantors' Officer's Certificate, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been satisfiedcomplied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated Notes, the obligations any series of the Company to the Trustee under Section 5.07 and, if money will have been deposited with the Trustee in accordance with Section 3.01(1)(b)Securities, the obligations of the Company and the Guarantors to the Trustee under Section 6.6 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company, the Guarantors and the Trustee with respect to the Subordinated Notes Securities of such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Sections 10.4 and 16.1 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 3.03 4.1(1)(b)), and Section 9.03 will with respect to any rights to convert or exchange such Securities into securities of the Company or any Guarantor or another issuer shall survive.

Satisfaction and Discharge. Section 401 Satisfaction and Discharge of Indenture This Indenture will shall upon Company request cease to be of further effecteffect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on receipt of a Company Order, at the expense of the Company, will shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (aA) all Subordinated Notes Securities theretofore authenticated and delivered (other than (i) Subordinated Notes that Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 306 and (ii) Subordinated Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.031003) have been delivered to the Trustee for cancellation; or (bB) all Subordinated Notes that have such Securities not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) 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 Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, the purpose an amount sufficient to pay and discharge the entire indebtedness on such Subordinated Notes Securities not theretofore delivered to the Trustee for cancellation, including the for principal of, and any premium and interest on, such Subordinated Notes, to the date of such deposit (in the case of Subordinated Notes Securities which have become due and payable) or to the Stated Maturity thereofor Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Subordinated NotesCompany; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Subordinated NotesIndenture, the obligations of the Company to the Trustee under Section 5.07 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money will or U.S. Government Obligations shall have been deposited with the Trustee in accordance with Section 3.01(1)(b)403 or 404, the obligations of the Company to the Trustee under Section 402(b), and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the Trustee with respect to the Subordinated Notes under last paragraph of Section 3.03 and Section 9.03 will 1003 shall survive.