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

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Trancheand the Guarantee, or any portion of the principal amount thereofrespectively, on the 91st day after the date of the deposit referred to in subparagraph (ea) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such seriesseries and the Guarantee, shall be satisfied and discharged and respectively, shall no longer be in effect (and the TrusteeTrustee for the Securities of such series, at the expense of the CompanyCompany or the Guarantor, shall at Company Request execute proper instruments acknowledging the same), except as to: (a1) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (ea) hereof, (i) payment of the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ke) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b2) the Company’s obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 1002 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) hereof, Sections 1101, 1104 and 1106; and1106 as they apply to such Redemption Date; (c3) the Company’s obligations with respect to the Trustee for Securities of such series under Section 607; provided thatand (4) the rights, powers, trust and immunities of such Trustee hereunder and the duties of such Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (e) hereof, Article Eleven and the duty of such Trustee to authenticate Securities of such series on registration of transfer or exchange; provided, that the following conditions shall have been satisfied: (da) the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) and the last paragraph of Section 1003) with the such Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause Clause (x) or (y) of this subparagraph (ea) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such Trustee, to pay and discharge (x) the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ke) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Securities of such series; (eb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) the Guarantor has delivered to such Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (gc) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such date; (hd) the Company or the Guarantor has delivered to the such Trustee an Officer’s Certificate and an Opinion of Counsel in the U.S. to the effect that (x) the Company or the Guarantor has received from, or there has been published by, by the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and (je) if the Company or the Guarantor has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any, on) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Company delivered to the such Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the such Trustee give notice of such redemption in the name and at the expense of the Company not or the Guarantor and less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless otherwise provided in the Board Resolution adopted pursuant to Section 3.1 establishing the terms of the Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (a1) the rights of Holders of Securities of such series with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;, (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (dA) the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of trust for such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness on all Outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any) and interest, if any, on such Securities on interest (including any Additional Interest) to the Stated Maturity of such principal or installment of principal or interest or to and including the any Redemption Date irrevocably designated as contemplated by the penultimate paragraph of this Section 4.3, as the case may be; or (B) the Company pursuant has irrevocably deposited or caused to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable be irrevocably deposited with the Trustee as obligations in trust for such purpose an amount of Government Obligations as will, in the written opinion of independent public accountants delivered to the Securities Trustee, together with predetermined and certain income to accrue thereon, without consideration of such series any reinvestment thereof, be sufficient to pay and discharge when due the entire indebtedness on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any all Outstanding Securities of such series then listed on for principal (and premium, if any) and interest (including any Additional Interest) to the New York Stock Exchange Stated Maturity or other securities exchange any Redemption Date as contemplated by the penultimate paragraph of this Section 4.3, as the case may be; and (2) the Company has paid or caused to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default paid all other sums payable with respect to the Outstanding Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date;series; and (h3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with; and (j. Any deposits with the Trustee referred to in Section 4.3(i) if above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company has deposited shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. If the Securities of such series are not to become due and payable at their Stated Maturity or caused upon call for redemption within one year of the date of deposit, then the Company shall give, not later than the date of such deposit, notice of such deposit to be deposited money or Eligible Obligations the Holders of Securities of such series. Upon the satisfaction of the conditions set forth in this Section 4.3 with respect to pay or discharge the principal of (and premium, if any) and interest on all the Outstanding Securities of a series to any series, the terms and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit conditions of such money series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or Eligible Obligationsapplicable to, and such Board Resolution shall be accompanied by an irrevocable Company Request the Company; provided, that the Trustee give notice Company shall not be discharged from any payment obligations in respect of Securities of such redemption in series which are deemed not to be Outstanding under clause (iii) of the name and at the expense definition thereof if such obligations continue to be valid obligations of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104under applicable law.

Satisfaction, Discharge and Defeasance of Securities of any Series. The If pursuant to Section 3.01 provision is made for defeasance of Securities of any series pursuant to Section 4.03, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (a1) the rights of Holders of Securities of such series either (A) with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;, (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee Trustee, as trust funds in trusttrust for such purpose, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the entire indebtedness on all Outstanding Securities of such series for principal of (and premium, if any), any Additional Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 4.03, as the case may be; or (ii) with respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment of the principal of and each installment interest on which are fully guaranteed by, the United States of America and which are not callable at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional Amounts, and interest to the stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 4.03; or (B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; and (2) the Company has paid or caused to be paid all other sums payable hereunder with respect to the Outstanding Securities of such series; and (3) the Company has delivered to the Trustee a certificate signed by a nationally recognized firm of Independent Public Accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (A) (i) or (ii) of this Section for payment of the principal (and premium, if any) and interest, if any, on such Securities interest on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which dates such payments are due due, an Officer’s Certificate and payable in accordance with the terms an Opinion of this Indenture Counsel, each such Certificate and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) opinion stating that no Event of Default or event that which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date;have been complied with; and (h4) the Company has delivered to the Trustee Trustee (A) an Officer’s Certificate and an Opinion opinion of Counsel to the effect that (x) the Company has received fromindependent counsel, or there has been published by, which may be based upon a ruling from the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after Service, that the date hereof, to the effect that Holders holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (jB) if the Company has deposited or caused Securities of such series are then listed on a national securities exchange, an Opinion of Counsel that the Securities of such series will not be delisted as a result of the exercise of this option. Any deposits with the Trustee referred to in subsection (1) (A) of this Section shall be irrevocable. If any Outstanding Securities of such series are to be deposited money redeemed prior to their Stated Maturity, whether pursuant to any optional redemption or Eligible Obligations repayment provisions or in accordance with any mandatory sinking fund requirement, the Company shall make such arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to pay or discharge all the Outstanding Securities of any series, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections 3.06, 3.07, and 10.02, other than the right of Holders of such series to receive, from the trust fund described in this Section, payment of the principal of (and premium, if any) and of, the interest on or any Additional Amounts with respect to such Securities when such payments are due, other than any right of conversion of such Securities and the Outstanding rights, powers, duties and immunities of the Trustee hereunder and the Company’s obligations related thereto, shall no longer be binding upon, or applicable to, the Company except those responsibilities and obligations which by the terms of the Indenture survive the termination of the Indenture; provided that the Company shall not be discharged from any payment obligations in respect of Securities of a such series which are deemed not to and including a Redemption Date pursuant be Outstanding under clause (iii) of the definition thereof if such obligations continue to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense valid obligations of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104under applicable law.

Satisfaction, Discharge and Defeasance of Securities of any Series. The (a) If this Section is specified, as contemplated by Section 2.2 or Section 3.1, as the case may be, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either (1) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged the entire indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interestCoupons, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by series or (2) the Company pursuant will cease to subparagraph be under any obligation with respect to such series to comply with any term, provision or condition set forth in (ki) hereof Sections 9.1 and 9.2 or (ii) the benefit instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to Section 2.2 or Section 3.1, as the case may be (PROVIDED, in the case of this Clause (ii), that such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this Subsection (a)(2) and that no such instrument may specify that the Company may cease to comply with any mandatory sinking fund payments applicable obligations as to which it may not be Discharged pursuant to the definition of "Discharged"). (b) A Discharge pursuant to Subsection (a)(1) above shall be effective with respect to the Securities and Coupons, if any, of such series after the applicable conditions set forth below in (1) and either Clause (2) or Clause (3) have been satisfied, and the Company's release from its obligations to comply with certain obligations with respect to such series pursuant to Subsection (a)(2) above shall be effective with respect to the Securities and Coupons, if any, of such series on the first day on which such payments are due after the applicable conditions set forth below in Clause (1) and payable in accordance with the terms of this Indenture and the Securities of such series; either Clause (b2) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph or Clause (k3) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d1) the Company has has: (i) paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under Subsection (b)(2) or (b)(3)); and (ii) delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (2) (i) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (iA) money in an amountamount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (iiB) (A) Eligible in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities, which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (BC) a combination thereofof Clauses (A) and (B), sufficientwhich in any case of Clauses (A), (B) and (C) is sufficient (in the opinion with respect to Clauses (B) and (C) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the each installment of principal of (and including premium, if any) and each installment of principal (and premium, if any) on), and interest, if any, on such on, the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities Coupons, if any, of such series on the day on dates such installments of interest or principal are due (either at maturity, upon redemption or otherwise, as the case may be) in the currency, currencies or currency unit or units, in which such payments are due Securities and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premiumCoupons, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.are payable;

Satisfaction, Discharge and Defeasance of Securities of any Series. The (a) If this Section is specified, as contemplated by Section 202 or Section 301, as the case may be, to be applicable to Securities and Coupons, if any, of any series, at the Company’s option, upon compliance with the provisions of this Section 503, either (i) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (ii) the entire indebtedness on all Company will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 901, 902 and 1104 or (y) the Outstanding instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to Section 202 or Section 301, as the case may be (provided, in the case of this subclause (y), that such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and that no such instrument may specify that the Company may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of “Discharged”). (b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and Coupons, if any, of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ei) hereofand either (ii) or (iii) have been satisfied, and the provisions of this Indenture, as it relates Company’s release from its obligations to comply with certain obligations with respect to such Outstanding Securities of such series, series pursuant to clause (a)(ii) above shall be satisfied effective with respect to the Securities and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interestCoupons, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the first day on which such payments are due after the applicable conditions set forth below in (i) and payable in accordance with the terms of this Indenture and the Securities of such series; either (bii) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph or (kiii) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has has: (A) paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under clause (b)(ii) or (b)(iii)); and (B) delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (ii) (A) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i1) money in an amountamount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (ii2) in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (Aas defined below) Eligible Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms without reinvestment (without any liability to the Trustee for holding such funds uninvested) will provide on or provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (B3) a combination thereofof (1) and (2), sufficientwhich in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the each installment of principal of (and including premium, if any) and each installment of principal (and premium, if any) on), and interest, if any, on such on, the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities Coupons, if any, of such series on the day on dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such payments are due Securities and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premiumCoupons, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.are payable;

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Trancheand the Guarantees, or any portion of the principal amount thereofrespectively, on the 91st day after the date of the deposit referred to in subparagraph (ea) to the proviso hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such seriesseries and the Guarantees, shall be satisfied and discharged and respectively, shall no longer be in effect (and the TrusteeTrustee for the Securities of such series, at the expense of the CompanyIssuer or the Guarantors, shall at Company Request execute proper instruments acknowledging the same), except as to: (a1) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (ea) to the proviso hereof, (i) payment of the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) to the proviso hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b2) the Issuer’s obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 1002 and, if the Company Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) to the proviso hereof, Sections 1101, 1104 and 1106; and1106 as they apply to such Redemption Date; (c3) the CompanyIssuer’s obligations with respect to the Trustee for Securities of such series under Section 607; provided thatand (4) the rights, powers, trust and immunities of such Trustee hereunder and the duties of such Trustee under Section 402 and, if the Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (e) to the proviso hereof, Article Eleven and the duty of such Trustee to authenticate Securities of such series on registration of transfer or exchange; provided, that the following conditions shall have been satisfied: (da) the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) and the last paragraph of Section 1003) with the such Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ea) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such Trustee, to pay and discharge (x) the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Securities of such series; (eb) the Issuer has delivered to such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument Trustee an Opinion of Counsel to which the Company is a party or by which it is bound; (f) effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (gc) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such date; (hd) the Company Issuer has delivered to the such Trustee an Officer’s Certificate and an Opinion of Counsel in the U.S. to the effect that (xi) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service a ruling ruling, or (yii) since the date of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable federal income tax law, in either case, to the effect that that, and based thereon such Opinion of Counsel shall confirm that, Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and (je) if the Company Issuer has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any, on) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Issuer delivered to the such Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the such Trustee give notice of such redemption in the name and at the expense of the Company not Issuer and less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e1) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the Company's obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 6141002 and 1003 hereof and if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (5) hereof, 1002Sections 1101, 1003 1104 and 1203 1106 hereof as they apply to such Redemption Date; (c) the Company's obligations with respect to the Trustee under Section 607 hereof; and (d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1104 Article Eleven and 1106; and (c) the Company’s obligations with respect to duty of the Trustee under Section 607to authenticate Securities of such series on registration of transfer or exchange; provided that, the following conditions shall have been satisfied: (d1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders and if such Securities are payable in U.S. Dollars, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion report of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; (e2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (g3) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (h4) the Company has delivered to the Trustee an Officer’s Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that (xi) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j5) if the Company has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 11041104 hereof; and (6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Trancheand the Guarantees, or any portion of the principal amount thereofrespectively, on the 91st day after the date of the deposit referred to in subparagraph (ea) to the proviso hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such seriesseries and the Guarantees, shall be satisfied and discharged and respectively, shall no longer be in effect (and the TrusteeTrustee for the Securities of such series, at the expense of the CompanyIssuer or the Guarantors, shall at Company Request execute proper instruments acknowledging the same), except as to: (a1) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (ea) to the proviso hereof, (i) payment of the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including to, but excluding, the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) to the proviso hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b2) the Issuer’s obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 1002 and, if the Company Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) to the proviso hereof, Sections 1101, 1104 and 1106; and1106 as they apply to such Redemption Date; (c3) the CompanyIssuer’s obligations with respect to the Trustee for Securities of such series under Section 607; provided thatand (4) the rights, powers, trust and immunities of such Trustee hereunder and the duties of such Trustee under Section 402 and, if the Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (e) to the proviso hereof, Article Eleven and the duty of such Trustee to authenticate Securities of such series on registration of transfer or exchange; provided, that the following conditions shall have been satisfied: (da) the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) and the last paragraph of Section 1003) with the such Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ea) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such Trustee, to pay and discharge (x) the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including to, but excluding, the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Securities of such series; (eb) the Issuer has delivered to such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument Trustee an Opinion of Counsel to which the Company is a party or by which it is bound; (f) effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (gc) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such date; (hd) the Company Issuer has delivered to the such Trustee an Officer’s Certificate and an Opinion of Counsel in the U.S. to the effect that (xi) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service a ruling ruling, or (yii) since the date of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable U.S. federal income tax law, in either case, to the effect that that, and based thereon such Opinion of Counsel shall confirm that, Holders of the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to U.S. federal income tax law on the same amount and amounts, in the same manner and at the same times, time as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate occurred and an Opinion that no event of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section default or default shall have been complied withoccurred and be continuing; and (je) if the Company Issuer has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any, on) and interest interest, if any, on the Outstanding Securities of a series to and including to, but excluding, a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Issuer delivered to the such Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the such Trustee give notice of such redemption in the name and at the expense of the Company Issuer and not less than 30 15 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless otherwise established, as contemplated by Section 3.01, with respect to Securities of any series, the Company shall shall, notwithstanding Section 6.01, be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of from and after the principal amount thereof, on the 91st ninety-first day after the date of the deposit referred to in subparagraph paragraph (ea) hereofbelow, and the provisions of this IndentureIndenture (except as to the rights of Holders of Outstanding Securities of such series to receive, as it relates from the trust funds described in paragraph (a) below, payment of the principal of, premium, if any, and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal, premium, if any, or installment of interest, if any, the Company's obligations with respect to such Outstanding Securities of such series under Sections 3.05, 3.06, 6.05 and 12.02 as may be applicable to Outstanding Securities of such series, shall be satisfied and discharged the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder) shall no longer be in effect (in respect of Outstanding Securities of such series, and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities satisfaction and discharge of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607indebtedness; provided that, that the following conditions shall have been satisfied: (da) the Company is permitted pursuant to Article Thirteen to deposit or cause to be deposited and has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee irrevocably as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the all Outstanding Securities of such series, with reference to this Section 6.02, (i) money in an amount, amount in the currency in which the Securities of such series are denominated or (ii) (A) Eligible U.S. Government Obligations in the case of Securities denominated in Dollars or obligations issued or guaranteed by the government which issued the currency in which the Securities are denominated in the case of Securities denominated in Foreign Currencies, which through the payment of interest and principal in respect thereof in accordance with their terms will provide provide, not later than the opening of business on or before the due date of any payment referred to in clause this paragraph (x) or (y) of this subparagraph (e) a), money in an amount in the currency in which the Securities of such series are denominated, or (Biii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal entire indebtedness on all Outstanding Securities of (and such series for principal, premium, if any) and each installment of principal (and premium, if any) and interest, if any, on such Securities on to the Stated Maturity of as such principal principal, premium, if any, or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are interest, if any, becomes due and payable in accordance with the terms term of this Indenture and of the Securities of such series; provided, however, the Company shall not make or cause to be made the deposit provided by this clause (a) unless the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that there will not occur any violation of the Investment Company Act of 1940, as amended, on the part of the Company, the trust funds representing such deposit or the Trustee as a result of such deposit and the related exercise of the Company's option under this Section 6.02; (eb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party has paid or caused to be paid all other sums payable hereunder by which it is bound; (f) such provision would not cause any the Company in connection with the Outstanding Securities of such series then listed on series, including all fees and expenses of the New York Stock Exchange or other securities exchange to be delisted as a result thereof;Trustee for such series; and (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (hc) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of such series have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Trancheand the Guarantees, or any portion of the principal amount thereofrespectively, on the 91st day after the date of the deposit referred to in subparagraph (ea) to the proviso hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such seriesseries and the Guarantees, shall be satisfied and discharged and respectively, shall no longer be in effect (and the TrusteeTrustee for the Securities of such series, at the expense of the CompanyIssuer or the Guarantors, shall at Company Request execute proper instruments acknowledging the same), except as to: (a1) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (ea) to the proviso hereof, (i) payment of the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) to the proviso hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b2) the Issuer’s obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 1002 and, if the Company Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) to the proviso hereof, Sections 1101, 1104 and 1106; and1106 as they apply to such Redemption Date; (c3) the CompanyIssuer’s obligations with respect to the Trustee for Securities of such series under Section 607; provided thatand (4) the rights, powers, trust and immunities of such Trustee hereunder and the duties of such Trustee under Section 402 and, if the Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (e) to the proviso hereof, Article Eleven and the duty of such Trustee to authenticate Securities of such series on registration of transfer or exchange; provided, that the following conditions shall have been satisfied: (da) the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) and the last paragraph of Section 1003) with the such Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ea) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such Trustee, to pay and discharge (x) the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Securities of such series; (eb) the Issuer has delivered to such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument Trustee an Opinion of Counsel to which the Company is a party or by which it is bound; (f) effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (gc) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such date; (hd) the Company Issuer has delivered to the such Trustee an Officer’s Certificate and an Opinion of Counsel in the U.S. to the effect that (xi) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service a ruling ruling, or (yii) since the date of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable U.S. federal income tax law, in either case, to the effect that that, and based thereon such Opinion of Counsel shall confirm that, Holders of the Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to U.S. federal income tax law on the same amount and amounts, in the same manner and at the same times, time as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate occurred and an Opinion that no event of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section default or default shall have been complied withoccurred and be continuing; and (je) if the Company Issuer has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any, on) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Issuer delivered to the such Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the such Trustee give notice of such redemption in the name and at the expense of the Company not Issuer and less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The (a) If this Section is specified, as contemplated by Section 2.02 or Section 3.01, as the case may be, to be applicable to Securities and Coupons, if any, of any series, at the Company’s option, either (i) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (ii) the entire indebtedness on all Company will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 9.01 and 9.02 or (y) the Outstanding instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to Section 2.02 or Section 3.01, as the case may be (provided, in the case of this subclause (y), that such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and that no such instrument may specify that the Company may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of “Discharged”). (b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and Coupons, if any, of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ei) hereofand either (ii) or (iii) have been satisfied, and the provisions of this Indenture, as it relates Company’s release from its obligations to comply with certain obligations with respect to such Outstanding Securities of such series, series pursuant to clause (a)(ii) above shall be satisfied effective with respect to the Securities and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interestCoupons, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the first day on which such payments are due after the applicable conditions set forth below in (i) and payable in accordance with the terms of this Indenture and the Securities of such series; either (bii) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph or (kiii) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has has: (A) paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under clause (b)(ii) or (b)(iii)); and (B) delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (ii) (A) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i1) money in an amountamount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (ii2) in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (Aas defined below) Eligible Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms without reinvestment will provide on or provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (B3) a combination thereofof (1) and (2), sufficientwhich in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the each installment of principal of (and including premium, if any) and each installment of principal (and premium, if any) on), and interest, if any, on such on, the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities Coupons, if any, of such series on the day on dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such payments are due Securities and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premiumCoupons, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.are payable;

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company If pursuant to Section 2.01 provision is made for the defeasance of Securities of a series, then the provisions of this Section 13.02 shall be applicable except as otherwise specified as contemplated by Section 13.04 for Securities of such series. At the Issuer or the Guarantor's option, either (a) the Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the CompanyIssuer or the Guarantor, shall at Company Request execute proper instruments acknowledging the same), except as to: satisfaction and discharge of such indebtedness or (ab) the rights of Holders of Securities of such series Issuer and the Guarantor shall cease to receivebe under any obligation to comply with any term, solely from the trust funds described in subparagraph (e) hereofprovision, condition or covenant specified as contemplated by Section 2.01, when 66 (i) payment of the principal of either (and premium, if anyA) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding with respect to all outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph , (k) hereof and (ii1) the benefit of any mandatory sinking fund payments applicable to Issuer or the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d) the Company Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (Bin such currency in which such outstanding Securities and any related Coupons are then specified as payable at stated maturity) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness of (and premium, if any) and each installment all outstanding Securities of such series for principal (and premium, if any) and ), interest, if any, and Additional Amounts, if any, to the stated maturity or any redemption date as contemplated by the last paragraph of this Section 13.02, as the case may be; or (2) the Issuer or the Guarantor has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof), be sufficient to pay and discharge the entire indebtedness on all outstanding Securities on the Stated Maturity of such series for principal (and premium, if any), interest, if any, and Additional Amounts, if any, to the stated maturity or installment of principal or interest or to and including the Redemption Date irrevocably designated any redemption date as contemplated by the Company pursuant last paragraph of this Section 13.02, as the case may be; or (B) the Issuer and the Guarantor has properly fulfilled such other terms and conditions to subparagraph (k) hereof the satisfaction and (y) any mandatory sinking fund payments discharge as is specified, as contemplated by Section 2.01, as applicable to the Securities of such series on series; and (ii) the day on which such payments are due and Issuer or the Guarantor has paid or caused to be paid all other sums payable in accordance with respect to the terms of this Indenture and of the outstanding Securities of such series;; and (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (hiii) the Company Issuer or the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect stating that (xA) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (yB) since the date of execution of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable Federal income tax law, in either case to the effect that Holders that, and based thereon such opinion shall confirm that, the holders of the outstanding Securities of such series and any related Coupons will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;; and (iiv) the Company Issuer or the Guarantor has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all outstanding Securities of any such series have been complied with; and (j. Any deposits with the Trustee referred to in Section 13.02(b)(i)(A) if above shall be irrevocable and shall be made under the Company has deposited or caused terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any outstanding Securities of such series are to be deposited money or Eligible Obligations redeemed prior to pay or discharge the principal of (and premiumtheir stated maturity, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date whether pursuant to subparagraph (e) hereofany optional redemption provisions or in accordance with any mandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shall provide therefor and the Issuer or the Guarantor shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are satisfactory to the Trustee on or prior to for the date giving of deposit notice of such money or Eligible Obligations, and such Board Resolution shall be accompanied redemption by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104Issuer.

Satisfaction, Discharge and Defeasance of Securities of any Series. The If, pursuant to Section 3.1, provision is made for defeasance of Securities of any series pursuant to this Section 4.2, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (a1) the rights of Holders of either (A) with respect to all Outstanding Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, and any Coupons appertaining thereto, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee Trustee, as trust funds in trusttrust for such purpose, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness on all Outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any), any Additional Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 4.2, as the case may be; or (ii) with respect to any series of Securities which are denominated in United States Dollars, the Company has deposited or caused to be deposited with the Trustee, as obligations in trust for such purpose, such amount of Government Obligations which are not callable at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay and interestdischarge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), on such Securities on any Additional Amounts, and interest to the Stated Maturity of such principal or installment of principal or interest or to and including the any Redemption Date irrevocably designated as contemplated by the penultimate paragraph of this Section 4.2; or (B) the Company pursuant has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.1, to subparagraph (k) hereof and (y) any mandatory sinking fund payments be applicable to the Securities of such series on series; and (2) the day on which such payments are due and Company has paid or caused to be paid all other sums payable in accordance hereunder with respect to the terms of this Indenture and of the Outstanding Securities of such series;; and (e3) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is has delivered to the Trustee a party certificate signed by a nationally recognized firm of Independent Public Accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (1)(A)(i) or by which it is bound; (fii) such provision would not cause of this Section 4.2 for payment of the principal (and premium, if any), any Outstanding Securities of such series then listed Additional Amounts and interest on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) dates such payments are due, an Officers' Certificate and an Opinion of Counsel, each such Certificate and Opinion stating that no Event of Default or event that which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date;have been complied with; and (h4) the The Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that Trustee (xA) the Company has received from, or there has been published by, a ruling from the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after an opinion of independent counsel that the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (jB) if the Company has deposited or caused Securities of such series are then listed on the New York Stock Exchange, an Opinion of Counsel that the Securities of such series will not be delisted as a result of the exercise of this option. Any deposits with the Trustee referred to in subsection (1)(A) of this Section 4.2 shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities of such series are to be deposited money redeemed prior to their Stated Maturity, whether pursuant to any optional redemption or Eligible Obligations repayment provisions or in accordance with any mandatory sinking fund requirement, the Company shall make such arrangements as are satisfactory to pay the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Unless otherwise specified in or discharge pursuant to this Indenture or any Security, if, after a deposit referred to in Sections 4.2(1)(A) and 4.2(2) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.1 or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Sections 4.2(1)(A) and 4.2(2) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to Sections 4.2(1)(A) and 4.2(2) has been made, the indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) ), and interest on the Outstanding Securities of a series to interest, if any, on, and including a Redemption Date pursuant to subparagraph (e) hereofAdditional Amounts, if any, with respect to, such Redemption Date shall be irrevocably designated Security as the same becomes due out of the proceeds yielded by a Board Resolution delivered converting (from time to time as specified below in the Trustee on case of any such election) the amount or prior to the date of deposit other property deposited in respect of such money or Eligible Obligations, and Security into the Currency in which such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice Security becomes payable as a result of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.election or Conversion Event based on

Satisfaction, Discharge and Defeasance of Securities of any Series. The If this Section is specified, as contemplated by Section 3.01, to be applicable to Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the CompanyCompany and upon Company Request, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (1) either (a) the rights of Holders of Securities of such series with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;, (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness on all Outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any) and interest, if any, on such Securities on interest to the Stated Maturity of such principal or installment of principal or interest or to and including the any Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series;as (eii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or Eligible Obligations noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon, without consideration of any reinvestment thereof, be sufficient to pay or and discharge the entire indebtedness on all Outstanding Securities of such series for principal of (and premium, if any) and interest on to the Outstanding Securities of a series to and including a Stated Maturity or any Redemption Date pursuant to subparagraph (e) hereofas contemplated by the penultimate paragraph of this Section, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to as the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.case may be; or

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless otherwise provided in the Board Resolution adopted pursuant to Section 3.01 establishing the terms of the Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at upon receipt of a Company Request therefor, execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as towhen: (a) the rights of Holders of Securities of such series with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of trust for such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness on all Outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any) and interest, if any, on such Securities on interest to the Stated Maturity of such principal or installment of principal or interest or to and including the any Redemption Date irrevocably designated as contemplated by the penultimate paragraph of this Section 4.03, as the case may be; or (ii) the Company pursuant has irrevocably deposited or caused to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable be irrevocably deposited with the Trustee as obligations in trust for such purpose an amount of Government Obligations as will, in the written opinion of independent public accountants delivered to the Securities Trustee, together with predetermined and certain income to accrue thereon, without consideration of such series any reinvestment thereof, be sufficient to pay and discharge when due the entire indebtedness on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any all Outstanding Securities of such series then listed on for principal (and premium, if any) and interest to the New York Stock Exchange Stated Maturity or other securities exchange to be delisted any Redemption Date as a result thereofcontemplated by the penultimate paragraph of this Section 4.03, as the case may be; (gb) no Event of Default the Company has paid or event that with notice or lapse of time would become an Event of Default caused to be paid all other sums payable with respect to the Outstanding Securities of such series has occurred (including any amounts due to the Trustee in respect of its compensation and is continuing on the date of such deposit or during the period ending on the 91st day after such dateexpense reimbursement); (hc) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that (xi) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable Federal income tax law, in either case to the effect that that, and based thereon such opinion shall confirm that, Holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 4.03 and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurredbeen exercised; (id) the Company has delivered to the Trustee an Officer’s Opinion of Counsel to the effect that, immediately following the deposit described in clause (a) above, neither the Company nor the trust held by the Trustee hereunder shall be an "investment company" or "controlled" by an "investment company" within the company meaning of the Investment Company Act of 1940; and (e) 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 defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with; and (j. Any deposits with the Trustee referred to in Section 4.03(a) if above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company has shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. If the Securities of such series are not to become due and payable at their Stated Maturity or upon call for redemption within one year of the date of deposit, then the Company shall give, not later than the date of such deposit, notice of such deposit to the Holders of Securities of such series. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to this Article or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to all the Outstanding Securities of a series to any series, the terms and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit conditions of such money series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or Eligible Obligationsapplicable to, and such Board Resolution shall be accompanied by an irrevocable Company Request the Company; provided that the Trustee give notice Company shall not be discharged from any payment obligations in respect of Securities of such redemption in series which are deemed not to be Outstanding under clause (iii) of the name and at the expense definition thereof if such obligations continue to be valid obligations of the Company under applicable law; and provided further that, in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series shall not less than 30 nor more than 60 days prior be discharged and in such event the Trustee shall return such deposited funds or obligations as it is then holding to such Redemption Date in accordance with Section 1104the Company on Company Request.

Satisfaction, Discharge and Defeasance of Securities of any Series. The If this Section is specified, as contemplated by Section 301, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either (a) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (b) the entire indebtedness on all Company will cease to be under any obligation to comply with any term, provision or condition set forth in (i) Article Eight and Section 1006 or (ii) the Outstanding terms, provisions or conditions of such series specified pursuant to Section 301 (PROVIDED, HOWEVER, that the Company may not cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged"), if, in the case of (a) and (b), with respect to the Securities and Coupons, if any, of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if anyx) and each installment of principal of either (and premium, if anyy) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (kz) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d1) the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under (y) or (z)); and (2) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (1) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i) money an amount (in an amountsuch currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (ii) U.S. Government Obligations (Aas defined below) Eligible Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below) denominated in such Foreign Currency, which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before provide, not later than the due date of any payment referred to in clause of principal (x) or (y) including any premium), and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) money such series, Money in an amount or (Biii) a combination thereof, sufficient, of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the principal of (and premium, if any) and each installment of principal of (and including any premium), if any) and interest, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or to on, and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable Additional Amounts with respect to the Outstanding Securities and Coupons, if any, of such series on the day on which dates such payments installments of interest or principal are due and payable in accordance with the terms of this Indenture and of the Securities of such seriesdue; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (gi) no Event of Default or event that (including such deposit) which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit, (ii) no Event of Default as defined in clause (6) or (7) of Section 501, or event which with notice or lapse of time or both would become an Event of Default under either such clause, shall have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under (a) or during (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the period ending on the 91st day after such date;Company or any Subsidiary or any of their properties; and (h3) the Company has shall have delivered to the Trustee an Officer’s Certificate and Trustee (A) an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 403 and will be subject to federal Federal income tax on in the same amount and amount, in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withexercised; and (jB) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a such series to and including a Redemption Date pursuant to subparagraph (e) hereofare then listed on any exchange, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to an Opinion of Counsel that the Trustee on or prior to the date of deposit Securities of such money or Eligible Obligations, and such Board Resolution series shall not be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense delisted as a result of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.exercise of this option;

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company If pursuant to Section 2.01 provision is made for the defeasance of Securities of a series, then the provisions of this Section 12.02 shall be applicable except as otherwise specified as contemplated by Section 2.01 for Securities of such series. At the Corporation's option, either (a) the Corporation shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute proper instruments acknowledging satisfaction and discharge of such indebtedness or (b) the same)Corporation shall cease to be under any obligation to comply with any term, except provision, condition or covenant specified as to:contemplated by Section 2.01, when (a1) the rights of Holders of Securities of such series either (A) with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding all outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph , (k) hereof and (iii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d) the Company Corporation has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (Bin such currency in which such outstanding Securities and any related Coupons are then specified as payable at stated maturity) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness of (and premium, if any) and each installment all outstanding Securities of such series for principal (and premium, if any) and ), interest, if any, and Additional Amounts, if any, to the stated maturity or any redemption date as contemplated by the last paragraph of this Section 12.02, as the case may be; or (ii) the Corporation has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof), be sufficient to pay and discharge the entire indebtedness on all outstanding Securities on the Stated Maturity of such series for principal (and premium, if any), interest, if any, and Additional Amounts, if any, to the stated maturity or installment of principal or interest or to and including the Redemption Date irrevocably designated any redemption date as contemplated by the Company pursuant to subparagraph last paragraph of this Section 12.02, as the case may be; or (kB) hereof the Corporation has properly fulfilled such other terms and (y) any mandatory sinking fund payments conditions of the satisfaction and discharge as is specified, as contemplated by Section 2.01, as applicable to the Securities of such series on series, and (2) the day on which such payments are due and Corporation has paid or caused to be paid all other sums payable in accordance with respect to the terms of this Indenture and of the outstanding Securities of such series;, and (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h3) the Company Corporation has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect stating that (xi) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling or (yii) since the date of execution of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable Federal income tax law, in either case to the effect that Holders that, and based thereon such opinion shall confirm that, the holders of the outstanding Securities of such series and any related Coupons will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;, and (i4) the Company Corporation has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all outstanding Securities of any such series have been complied with; and (j. Any deposits with the Trustee referred to in Section 12.02(1)(A) if above shall be irrevocable and shall be made under the Company has deposited or caused terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any outstanding Securities of such series are to be deposited money or Eligible Obligations redeemed prior to pay or discharge the principal of (and premiumtheir stated maturity, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date whether pursuant to subparagraph (e) hereofan optional redemption provision or in accordance with any mandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shall provide therefor and the Corporation shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are satisfactory to the Trustee on or prior to for the date giving of deposit notice of such money or Eligible Obligations, and such Board Resolution shall be accompanied redemption by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104Corporation.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless this Section is specified pursuant to Section 2.1, to be not applicable to Securities and Coupons, the Company shall be deemed Discharged (as defined below) from its obligations with respect to have paid Securities and discharged the entire indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interestCoupons, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on after the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following applicable conditions shall set forth below have been satisfied: (d1) the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under (b)); and (2) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (1) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i) money in an amountamount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (ii) in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (Aas defined below) Eligible Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before provide, not later than the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (Biii) a combination thereof, sufficient, of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the principal of (and premium, if any) and each installment of principal of (including any premium), and premium, interest if any) , on, the Outstanding Securities and interestCoupons, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such payments Securities and Coupons, if any, are due and payable in accordance with payable; provided, however, that "Outstanding" for the terms purpose of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Section 12.3 shall also include all Securities of such series then listed which may be issued upon exercise of warrants; provided, further, however, that the Company shall not make or cause to be made the deposit provided by this clause (1) unless the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that there will not occur any violation of the Investment Company Act of 1940, as amended, on the New York Stock Exchange part of the Company, the trust funds representing such deposit or other securities exchange to be delisted the Trustee as a result thereofof such deposit and the related exercise of the Company's option under this Section 12.3; (g2) (i) no Event of Default or event that (including such deposit) which with notice or lapse of time would become an Event of Default with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit, (ii) no Event of Default as defined in clause (f) or (g) of Section 6.1, or event which with notice or lapse of time or both would become an Event of Default under either such clause, shall have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under (a) or during (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the period ending on the 91st day after such date;Company, or any Subsidiary or any of their properties; and (h3) the Company has shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, a ruling by the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after form and substance satisfactory to the date hereofTrustee, to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 12.3 and will be subject to federal income tax on in the same amount and amount, in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurred; been exercised. Any deposits with the Trustee referred to in clause (ib)(1) above will be made under the Company has delivered terms of an escrow trust agreement in form and substance satisfactory to the Trustee an Officer’s Certificate and an Opinion which shall provide that any payment of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (including any premium) or interest on the funds or Securities so deposited in excess of the amount required to pay each installment of principal of (including any premium) and premiuminterest, if any) and interest , on the Outstanding Securities and Coupons, if any, shall be paid to the Company from time to time. If any Outstanding Securities and Coupons of a such series are to and including a Redemption Date be redeemed prior to their Stated Maturity, whether pursuant to subparagraph (e) hereofany mandatory redemption provisions or in accordance with any mandatory sinking fund requirement, such Redemption Date shall be irrevocably designated the applicable escrow trust agreement will provide therefor and the Company will make arrangements for the giving of notice of redemption by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104Company.

Satisfaction, Discharge and Defeasance of Securities of any Series. The If this Section 4.03 is specified, as contemplated by Section 3.01, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either (a) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (b) the entire indebtedness on all Company will cease to be under any obligation to comply with any term, provision or condition set forth in (1) Article Seven and Section 9.06, Section 9.07, and Section 13.01 or (ii) the Outstanding terms, provisions or conditions of such series specified pursuant to Section 3.01 (provided, however, that the Company may not cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged"), if, in the case of (a) and (b), with respect to the Securities and Coupons, if any, of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if anyx) and each installment of principal of either (and premium, if anyy) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (kz) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d1) the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under (y) or (z)); and (2) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (1) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i) money an amount (in an amountsuch currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (ii) U.S. Government Obligations (Aas defined below) Eligible Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before provide, not later than the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (Biii) a combination thereof, sufficient, of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the principal of (and premium, if any) and each installment of principal of (and including any premium), if any) and interest, if any, on such on, the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities Coupons, if any, of such series on the day on which dates such payments installments of interest or principal are due and payable in accordance with the terms of this Indenture and of the Securities of such seriesdue; (e2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (gi) no Event of Default or event that (including such deposit) which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit, (ii) no Event of Default as defined in clause (v) or (vi) of Section 5.01, or event which with notice or lapse of time or both would become an Event of Default under either such clause, shall have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under (a) or during (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the period ending on the 91st day after such date;Company or any Subsidiary or any of their properties; and (h3) the Company has shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 4.03 and will be subject to federal Federal income tax on in the same amount and amount, in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurredbeen exercised; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The If pursuant to Section 3.01 provision is made for defeasance of Securities of any series pursuant to Section 4.03, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (a1) the rights of Holders of Securities of such series either (A) with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;, (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee Trustee, as trust funds in trusttrust for such purpose, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the entire indebtedness on all Outstanding Securities of such series for principal of (and premium, if any), any Additional Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 4.03, as the case may be; or (ii) with respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment of the principal of and each installment interest on which are fully guaranteed by, the United States of America and which are not callable at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional Amounts, and interest to the stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 4.03; or (B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; and (2) the Company has paid or caused to be paid all other sums payable hereunder with respect to the Outstanding Securities of such series; and (3) the Company has delivered to the Trustee a certificate signed by a nationally recognized firm of Independent Public Accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (A)(i) or (ii) of this Section for payment of the principal (and premium, if any) and interest, if any, on such Securities interest on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which dates such payments are due due, an Officer’s Certificate and payable in accordance with the terms an Opinion of this Indenture Counsel, each such Certificate and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) opinion stating that no Event of Default or event that which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date;have been complied with; and (h4) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that Trustee (xA) the Company has received from, or there has been published by, a ruling from the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after an opinion of independent counsel that the date hereof, to the effect that Holders holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) , which opinion of independent counsel must be based upon a change in applicable Federal income tax law or a ruling or administrative pronouncement of the Company has delivered Internal Revenue Service to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withsame effect; and (jB) an opinion of independent counsel to the effect that as a result of a deposit pursuant to subsection (1)(A) of this Section and the related exercise of the Company’s option under this Section registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit; (C) if the Securities of such series are then listed on a national securities exchange, an Opinion of Counsel that the Securities of such series will not be delisted as a result of the exercise of this option; and (5) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 120th day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company has deposited is a party or caused by which the Company is bound; and (6) the Company’s exercise of its option under this Section shall not cause the Trustee for the Securities of such series to have a conflicting interest for purposes of the Trust Indenture Act with respect to any Securities of the Company. Any deposits with the Trustee referred to in subsection (1)(A) of this Section shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such series are to be deposited money redeemed prior to their Stated Maturity, whether pursuant to any optional redemption or Eligible Obligations repayment provisions or in accordance with any mandatory sinking fund requirement, the Company shall make such arrangements as are reasonably satisfactory to pay or discharge the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to all the Outstanding Securities of any series, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections 3.06, 3.07, and 10.02, other than the right of Holders of such series to receive, from the trust fund described in this Section, payment of the principal of (and premium, if any) and of, the interest on or any Additional Amounts with respect to such Securities when such payments are due, other than any right of conversion of such Securities and the Outstanding rights, powers, duties and immunities of the Trustee hereunder and the Company’s obligations related thereto, shall no longer be binding upon, or applicable to, the Company except those responsibilities and obligations which by the terms of the Indenture survive the termination of the Indenture; provided that the Company shall not be discharged from any payment obligations in respect of Securities of a such series which are deemed not to and including a Redemption Date pursuant be Outstanding under clause (iii) of the definition thereof if such obligations continue to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense valid obligations of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104under applicable law.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company and, in the case of Guaranteed Securities, the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Trancheand, or any portion in the case of Guaranteed Securities, the principal amount thereofGuarantees, respectively, on the 91st day after the date of the deposit referred to in subparagraph (ea) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such seriesseries and, shall be satisfied and discharged and in the case of Guaranteed Securities, the Guarantees, respectively, shall no longer be in effect (and the TrusteeTrustee for the Securities of such series, at the expense of the CompanyCompany or, in the case of Guaranteed Securities, the Guarantor, shall at Company Request execute proper instruments acknowledging the same), except as to: (a1) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (ea) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ke) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b2) the Company’s obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 1002 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) hereof, Sections 1101, 1104 and 1106; and1106 as they apply to such Redemption Date; (c3) the Company’s obligations with respect to the Trustee for Securities of such series under Section 607; and (4) the rights, powers, trust and immunities of such Trustee hereunder and the duties of such Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (e) hereof, Article Eleven and the duty of such Trustee to authenticate Securities of such series on registration of transfer or exchange; provided that, the following conditions shall have been satisfied: (da) the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) and the last paragraph of Section 1003) with the such Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ea) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ke) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Securities of such series; (eb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (fin the case of Guaranteed Securities) the Guarantor has delivered to such Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (gc) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such date; (hd) the Company or (in the case of Guaranteed Securities) the Guarantor has delivered to the such Trustee an Officer’s Certificate and an Opinion of Counsel in the U.S. to the effect that the Company or (xin the case of Guaranteed Securities) the Company Guarantor has received from, or there has been published by, by the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and (je) if the Company or the Guarantor has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Company delivered to the such Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the such Trustee give notice of such redemption in the name and at the expense of the Company not or (in the case of Guaranteed Securities) the Guarantor and less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless otherwise provided in the Board Resolution adopted pursuant to Section 3.01 establishing the terms of the Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at upon receipt of a Company Request therefor, execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as towhen: (a) the rights of Holders of Securities of such series with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of trust for such series, (i) money in purpose an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as obligations in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in trust for such purpose an amount or (B) a combination thereof, sufficientof Government Obligations as will, in the written opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, together with predetermined and certain income to accrue thereon, without consideration of any reinvestment thereof, be sufficient to pay and discharge (x) when due the principal entire indebtedness on all Outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any) and interest, if any, on such Securities on interest to the Stated Maturity of such principal or installment of principal or interest or to and including the any Redemption Date irrevocably designated as contemplated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms penultimate paragraph of this Indenture and of Section 4.03, as the Securities of such seriescase may be; (eb) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party has paid or by which it is bound; (f) such provision would not cause any caused to be paid all other sums payable with respect to the Outstanding Securities of such series then listed on (including any amounts due to the New York Stock Exchange or other securities exchange to be delisted as a result thereofTrustee in respect of its compensation and expense reimbursement); (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (hc) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that (xi) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable Federal income tax law, in either case to the effect that that, and based thereon such opinion shall confirm that, Holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 4.03 and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurredbeen exercised; (id) the Company has delivered to the Trustee an Officer’s Opinion of Counsel to the effect that, immediately following the deposit described in clause (a) above, neither the Company nor the trust held by the Trustee hereunder shall be an "investment company" or "controlled" by an "investment company" within the company meaning of the Investment Company Act of 1940; and (e) 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 defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with; and (j) if . Upon the Company has deposited or caused satisfaction of the conditions set forth in this Section 4.03 with respect to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on all the Outstanding Securities of a series to any series, the terms and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit conditions of such money series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or Eligible Obligationsapplicable to, and such Board Resolution shall be accompanied by an irrevocable Company Request the Company; provided that the Trustee give notice Company shall not be discharged from any payment obligations in respect of Securities of such redemption in series which are deemed not to be Outstanding under clause (iii) of the name and at the expense definition thereof if such obligations continue to be valid obligations of the Company under applicable law; and provided further that, in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series shall not less than 30 nor more than 60 days prior be discharged and in such event the Trustee shall return such deposited funds or obligations as it is then holding to such Redemption Date in accordance with Section 1104the Company on Company Request.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the TrusteeCompany, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereofits option, (i) payment will be discharged from any and all obligations in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such a series (except, in each case, for the obligations to register the transfer or exchange of the Securities of that series, replace stolen, lost or portions thereofmutilated Securities of that series, on the Stated Maturity of such principal maintain paying agencies, and hold moneys for payment in trust), or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of can omit to comply with any mandatory sinking fund payments applicable term, provision or condition set forth in Sections 1004, 1005 and 1011 with respect to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such any series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, that the following conditions shall have been satisfied: (di) the Company has deposited or caused to be irrevocably deposited (except as provided in Sections 607, 402(c), and the last paragraph of Section 4021003) with the Trustee (specifying that each deposit is pursuant to this Section 403) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amountmoney, or (ii) (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount amount, or (Biii) a combination thereof, sufficientin each case, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the outstanding Securities of such Securities series on the Stated Maturity dates such payments are due in accordance with the terms of the Securities of such principal or installment series (or, if the Company has designated a Redemption Date pursuant to the final sentence of principal or interest or this paragraph, to and including the Redemption Date irrevocably so designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series;Company); and (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (gii) no Event of Default or event that with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after deposit. To exercise any such date; (h) option, the Company has delivered is required to deliver to the Trustee an Officer’s Certificate and (x) an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and of certain obligations, which in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; of clause (i) above must be based on a change in law or a ruling by the Company has delivered U.S. Internal Revenue Service, and (y) an Officers’ Certificate as to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that compliance with all conditions precedent provided for in the Indenture relating to the defeasance contemplated by this Section have been complied with; and (j) if satisfaction and discharge of the Securities of such series. If the Company has deposited shall wish to deposit or caused cause to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding outstanding Securities of a such series to and including a Redemption Date pursuant on which all of the outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption redemption, in the name and at the expense of the Company Company, not less than 30 nor 15 or more than 60 30 days prior to such Redemption Date in accordance with Section 1104this Indenture.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Trancheand the Guarantees, or any portion of the principal amount thereofrespectively, on the 91st day after the date of the deposit referred to in subparagraph (ea) to the proviso hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such seriesseries and the Guarantees, shall be satisfied and discharged and respectively, shall no longer be in effect (and the TrusteeTrustee for the Securities of such series, at the expense of the CompanyIssuer or the Guarantors, shall at Company Request execute proper instruments acknowledging the same), except as to: (a1) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (ea) to the proviso hereof, (i) payment of the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) to the proviso hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b2) the Issuer’s obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 1002 and, if the Company Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) to the proviso hereof, Sections 1101, 1104 and 1106; and1106 as they apply to such Redemption Date; (c3) the CompanyIssuer’s obligations with respect to the Trustee for Securities of such series under Section 607; provided thatand (4) the rights, powers, trust and immunities of such Trustee hereunder and the duties of such Trustee under Section 402 and, if the Issuer shall have irrevocably designated a Redemption Date pursuant to subparagraph (e) to the proviso hereof, Article Eleven and the duty of such Trustee to authenticate Securities of such series on registration of transfer or exchange; provided, that the following conditions shall have been satisfied: (da) the Company Issuer has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) and the last paragraph of Section 1003) with the such Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ea) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such Trustee, to pay and discharge (x) the principal of (and premium, if any, on) and each installment of principal of (and premium, if any, on) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company Issuer pursuant to subparagraph (ke) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Securities of such series; (eb) the Issuer has delivered to such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument Trustee an Opinion of Counsel to which the Company is a party or by which it is bound; (f) effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (gc) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such date; (hd) the Company Issuer has delivered to the such Trustee an Officer’s Certificate and an Opinion of Counsel in the U.S. to the effect that (x) the Company Issuer has received from, or there has been published by, by the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and (je) if the Company Issuer has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any, on) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Issuer delivered to the such Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the such Trustee give notice of such redemption in the name and at the expense of the Company not Issuer and less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the TrusteeCompany, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereofits option, (i) payment will be discharged from any and all obligations in respect of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such a series (except, in each case, for the obligations to register the transfer or exchange of the Securities of that series, replace stolen, lost or portions thereofmutilated Securities of that series, on the Stated Maturity of such principal maintain paying agencies, and hold moneys for payment in trust), or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of can omit to comply with any mandatory sinking fund payments applicable term, provision or condition set forth in Sections 1004, 1005 and 1011 with respect to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such any series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, that the following conditions shall have been satisfied: (di) the Company has deposited or caused to be irrevocably deposited (except as provided in Sections 607, 402(c), and the last paragraph of Section 4021003) with the Trustee (specifying that each deposit is pursuant to this Section 403) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amountmoney, or (ii) (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount amount, or (Biii) a combination thereof, sufficientin each case, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the outstanding Securities of such Securities series on the Stated Maturity dates such payments are due in accordance with the terms of the Securities of such principal or installment series (or, if the Company has designated a Redemption Date pursuant to the final sentence of principal or interest or this paragraph, to and including the Redemption Date irrevocably so designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series;Company); and (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (gii) no Event of Default or event that with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after deposit. To exercise any such date; (h) option, the Company has delivered is required to deliver to the Trustee an Officer’s Certificate and (x) an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and of certain obligations, which in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; of clause (i) above must be based on a change in law or a ruling by the Company has delivered U.S. Internal Revenue Service, and (y) an Officers' Certificate as to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that compliance with all conditions precedent provided for in the Indenture relating to the defeasance contemplated by this Section have been complied with; and (j) if satisfaction and discharge of the Securities of such series. If the Company has deposited shall wish to deposit or caused cause to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding outstanding Securities of a such series to and including a Redemption Date pursuant on which all of the outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption redemption, in the name and at the expense of the Company Company, not less than 30 nor 15 or more than 60 30 days prior to such Redemption Date in accordance with Section 1104this Indenture.

Satisfaction, Discharge and Defeasance of Securities of any Series. The If pursuant to Section 3.01 provision is made for defeasance of Securities of any series pursuant to Section 4.03, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (a1) the rights of Holders of Securities of such series either (A) with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;, (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee Trustee, as trust funds in trusttrust for such purpose, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the entire indebtedness on all Outstanding Securities of such series for principal of (and premium, if any), any Additional Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 4.03, as the case may be; or (ii) with respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment of the principal of and each installment interest on which are fully guaranteed by, the United States of America and which are not callable at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional Amounts, and interest to the stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 4.03; or (B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; and (2) the Company has paid or caused to be paid all other sums payable hereunder with respect to the Outstanding Securities of such series; and (3) the Company has delivered to the Trustee a certificate signed by a nationally recognized firm of Independent Public Accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (A) (i) or (ii) of this Section for payment of the principal (and premium, if any) and interest, if any, on such Securities interest on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which dates such payments are due due, an Officer’s Certificate and payable in accordance with the terms an Opinion of this Indenture Counsel, each such Certificate and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) opinion stating that no Event of Default or event that which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date;have been complied with; and (h4) the Company has delivered to the Trustee Trustee (A) an Officer’s Certificate and an Opinion opinion of Counsel to the effect that (x) the Company has received fromindependent counsel, or there has been published by, which may be based upon a ruling from the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after Service, that the date hereof, to the effect that Holders holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (jB) if the Company has deposited or caused Securities of such series are then listed on a national securities exchange, an Opinion of Counsel that the Securities of such series will not be delisted as a result of the exercise of this option. Any deposits with the Trustee referred to in subsection (1) (A) of this Section shall be irrevocable. If any Outstanding Securities of such series are to be deposited money redeemed prior to their Stated Maturity, whether pursuant to any optional redemption or Eligible Obligations repayment provisions or in accordance with any mandatory sinking fund requirement, the Company shall make arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to pay or discharge all the Outstanding Securities of any series, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections 3.06, 3.07, and 10.02, other than the right of Holders of such series to receive, from the trust fund described in this Section, payment of the principal of (and premium, if any) and of, the interest on or any Additional Amounts with respect to such Securities when such payments are due, other than any right of conversion of such Securities and the Outstanding rights, powers, duties and immunities of the Trustee hereunder and the Company’s obligations related thereto, shall no longer be binding upon, or applicable to, the Company except those responsibilities and obligations which by the terms of the Indenture survive the termination of the Indenture; provided that the Company shall not be discharged from any payment obligations in respect of Securities of a such series which are deemed not to and including a Redemption Date pursuant be Outstanding under clause (iii) of the definition thereof if such obligations continue to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense valid obligations of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104under applicable law.

Satisfaction, Discharge and Defeasance of Securities of any Series. The (a) If this Section is specified, as contemplated by Section 2.02 or Section 3.01, as the case may be, to be applicable to Securities and Coupons, if any, of any series, at the Company’s option, either (i) the Company shall and the Guarantor will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (ii) the entire indebtedness on all Company and the Outstanding Guarantor will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 9.01, 9.02, 11.06 and 11.07 or (y) the instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to Section 2.02 or Section 3.01, as the case may be (provided, in the case of this subclause (y), that such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and that no such instrument may specify that the Company or Guarantor may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of “Discharged”). (b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and Coupons, if any, of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ei) hereofand either (ii) or (iii) have been satisfied, and the provisions of this Indenture, as it relates Company’s and Guarantor’s release from their respective obligations to comply with certain obligations with respect to such Outstanding Securities of such series, series pursuant to clause (a)(ii) above shall be satisfied effective with respect to the Securities and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interestCoupons, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the first day on which such payments are due after the applicable conditions set forth below in (i) and payable in accordance with the terms of this Indenture and the Securities of such series; either (bii) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph or (kiii) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has has: (A) paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under clause (b)(ii) or (b)(iii)); and (B) delivered to the Trustee a Company Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (ii) (A) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i1) money in an amountamount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (ii2) in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (Aas defined below) Eligible Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms without reinvestment will provide on or provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (B3) a combination thereofof (1) and (2), sufficientwhich in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the each installment of principal of (and including premium, if any) and each installment of principal (and premium, if any) on), and interest, if any, on such on, the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities Coupons, if any, of such series on the day on dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such payments are due Securities and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premiumCoupons, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.are payable;

Satisfaction, Discharge and Defeasance of Securities of any Series. The If this Section 4.03 is specified, as contemplated by Section 3.01, to be applicable to Securities and Coupons, if any, of any series, at the Company’s option, either (a) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (b) the entire indebtedness on all Company will cease to be under any obligation to comply with any term, provision or condition set forth in (i) Article Seven and Section 9.06, Section 9.07, and Section 13.01 or (ii) the Outstanding terms, provisions or conditions of such series specified pursuant to Section 3.01 (provided, however, that the Company may not cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of “Discharged”), if, in the case of (a) and (b), with respect to the Securities and Coupons, if any, of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if anyx) and each installment of principal of either (and premium, if anyy) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (kz) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d1) the Company has deposited paid or caused to be irrevocably deposited (except as provided in Section 402) paid all other sums payable with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay Outstanding Securities and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interestCoupons, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or series (in addition to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and any required under (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series;or (z)); and (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i2) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; and; (j1) if the Company has shall have deposited or caused to be deposited irrevocably with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series (i) an amount (in such currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (ii) U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or Eligible Obligations (iii) a combination of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (including any premium), and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of a such series to on the dates such installments of interest or principal are due; (2) (i) no Event of Default or event (including such deposit) which with notice or lapse of time or both would become an Event of Default shall have occurred and including a Redemption Date pursuant to subparagraph be continuing on the date of such deposit, (eii) hereofno Event of Default as defined in clause (v) or (vi) of Section 5.01, or event which with notice or lapse of time or both would become an Event of Default under either such Redemption Date clause, shall be irrevocably designated by a Board Resolution have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under (a) or (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the Company or any Subsidiary or any of their properties; and (3) the Company shall have delivered to the Trustee on or prior an Opinion of Counsel to the date effect that Holders of deposit the Securities and Coupons, if any, of such money series will not recognize income, gain or Eligible Obligations, loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.03 and such Board Resolution shall will be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption subject to Federal income tax in the name same amount, in the same manner and at the expense of same times as would have been the Company case if such option had not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.been exercised;

Satisfaction, Discharge and Defeasance of Securities of any Series. The (a) If this Section is specified, as contemplated by Section 2.02 or Section 3.01, as the case may be, to be applicable to Securities and Coupons, if any, of any series, at the Company’s option, either (i) the Company shall and the Guarantor will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (ii) the entire indebtedness on all Company and the Outstanding Guarantor will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 9.01, 9.02, 11.06 and 11.07 or (y) the instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to Section 2.02 or Section 3.01, as the case may be (provided, in the case of this subclause (y), that such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and that no such instrument may specify that the Company or Guarantor may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of “Discharged”). (b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and Coupons, if any, of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ei) hereofand either (ii) or (iii) have been satisfied, and the provisions of this Indenture, as it relates Company’s and Guarantor’s release from their respective obligations to comply with certain obligations with respect to such Outstanding Securities of such series, series pursuant to clause (a)(ii) above shall be satisfied effective with respect to the Securities and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interestCoupons, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the first day on which such payments are due after the applicable conditions set forth below in (i) and payable in accordance with the terms of this Indenture and the Securities of such series; either (bii) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph or (kiii) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has has: (A) paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under clause (b)(ii) or (b)(iii)); and (B) delivered to the Trustee a Company Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (ii) (A) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i1) money in an amountamount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (ii2) in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (Aas defined below) Eligible Obligations or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms without reinvestment will provide on or provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (B3) a combination thereofof (1) and (2), sufficientwhich in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the each installment of principal of (and including premium, if any) and each installment of principal (and premium, if any) on), and interest, if any, on such on, the Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities Coupons, if any, of such series on the day on dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such payments are due Securities and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premiumCoupons, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.are payable;

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company If pursuant to Section 2.01 provision is made for the defeasance of Securities of a series, then the provisions of this Section 12.02 shall be applicable except as otherwise specified as contemplated by Section 2.01 for Securities of such series. At the Corporation's option, either (a) the Corporation shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute proper instruments acknowledging satisfaction and discharge of such indebtedness or (b) the same)Corporation shall cease to be under any obligation to comply with any term, except provision, condition or covenant specified as to:contemplated by Section 2.01, when (a1) the rights of Holders of Securities of such series either (A) with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding all outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph , (k) hereof and (iii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d) the Company Corporation has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, trust for the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (Bin such currency in which such outstanding Securities and any related Coupons are then specified as payable at stated maturity) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness of (and premium, if any) and each installment all outstanding Securities of such series for principal (and premium, if any) and ), interest, if any, and Additional Amounts, if any, to the stated maturity or any redemption date as contemplated by the last paragraph of this section 12.02, as the case may be; or (ii) the Corporation has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by , the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof), be sufficient to pay and discharge the entire indebtedness on all outstanding Securities on the Stated Maturity of such series for principal (and premium, if any), interest, if any, and Additional Amounts , if any, to the stated maturity or installment of principal or interest or to and including the Redemption Date irrevocably designated any redemption date as contemplated by the Company pursuant to subparagraph last paragraph of this Section 12.02, as the case may be; or (kB) hereof the Corporation has properly fulfilled such other terms and (y) any mandatory sinking fund payments conditions of the satisfaction and discharge as is specified, as contemplated by Section 2.01, as applicable to the Securities of such series on series, and (2) the day on which such payments are due and Corporation has paid or caused to be paid all other sums payable in accordance with respect to the terms of this Indenture and of the outstanding Securities of such series;, and (e3) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company The Corporation has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect stating that (xi) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling or (yii) since the date of execution of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable Federal income tax law, in either case to the effect that Holders that, and based thereon such opinion shall confirm that, the holders of the outstanding Securities of such series and any related Coupons will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;, and (i4) the Company Corporation has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all outstanding Securities of any such series have been complied with; and (j. Any deposits with the Trustee referred to in Section 12.02(l)(A) if above shall be irrevocable and shall be made under the Company has deposited or caused terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any outstanding Securities of such series are to be deposited money or Eligible Obligations redeemed prior to pay or discharge the principal of (and premiumtheir stated maturity, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date whether pursuant to subparagraph (e) hereofan optional redemption provision or in accordance with any mandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shall provide therefor and the Corporation shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are satisfactory to the Trustee on or prior to for the date giving of deposit notice of such money or Eligible Obligations, and such Board Resolution shall be accompanied redemption by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104Corporation.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed If pursuant to have paid and discharged Section 2.01 provision is made for the entire indebtedness on all the Outstanding defeasance of Securities of any series or Tranchea series, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and then the provisions of this IndentureSection 12.02 shall be applicable except as otherwise specified as contemplated by Section 2.01 for Securities of such series. The Company shall cease to be under any obligation to comply with any term, provision, condition or covenant specified as it relates contemplated by Section 2.01 with respect to such Outstanding the outstanding Securities of any series, when (1) either (A) with respect to all outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee Trustee: (i) as trust funds in trusttrust (in such currency in which such outstanding Securities and any related Coupons are then specified as payable at stated maturity) in an amount as will be; or (ii) as obligations in trust direct noncallable obligations of, specifically pledged as security for, or noncallable obligations the payment of principal of and dedicated solely tointerest on which is fully guaranteed by, the benefit United States of America (or, in the case of Securities payable in a currency other than the U.S. Dollars, by the government that issued such currency), or to the payment of which obligations or guarantees the full faith and credit of the Holders United States of America (or, in the case of Securities payable in a currency other than the U.S. Dollars, by the government that issued such currency) is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof), be; or (iii) a combination of such series, (i) money in an amount, or and (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ); sufficient to pay and discharge (x) the principal entire indebtedness on all outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any) and ), interest, if any, on such Securities and Additional Amounts, if any, to the stated maturity or any redemption date as contemplated by the last paragraph of this Section 12.02, as the case may be, in installments on the Stated Maturity of dates such principal or installment of principal or interest or to (and including the Redemption Date irrevocably designated by premium, if any), interest, if any, and Additional Amounts, if any, shall be due; or (B) the Company pursuant has properly fulfilled such other terms and conditions to subparagraph (k) hereof the satisfaction and (y) any mandatory sinking fund payments discharge as is specified, as contemplated by Section 2.01, as applicable to the Securities of such series on series, and (2) the day on which such payments are due and Company has paid or caused to be paid all other sums payable in accordance with respect to the terms of this Indenture and of the outstanding Securities of such series;, and (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h3) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all outstanding Securities of any such series have been complied with, and (4) no event or condition shall exist that, pursuant to the provisions of Article Thirteen, would prevent the Company from making payments of the principal of (and any premium) or interest on the Securities of such series on the date of such deposit or at any time on or prior to the ninetieth day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until such ninetieth day shall have ended), and (5) the Company has delivered to the Trustee an Opinion of Counsel substantially to the effect that (x) the trust funds deposited pursuant to this Section will not be subject to any rights of holders of Senior Indebtedness, including those arising under Article Thirteen, and (y) after the ninetieth day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, except that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, no opinion is given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the possession of the trustee with whom such funds were deposited prior to such court ruling to the extent not paid to Holders of such Securities, such trustee would hold, for the benefit of such Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise, (B) such Holders would be entitled to receive adequate protection of their interests in such trust funds if such trust funds were used and (C) no property, rights in property or other interests granted to such trustee (or the Trustee) or such Holders in exchange for or with respect to any such funds would be subject to any prior rights of holders of Senior Indebtedness, including those arising under Article Thirteen. Notwithstanding the discharge and defeasance of any term, provision, condition or covenant of the Securities of a series specified as contemplated by Section 2.01 with respect to the Securities of a series at the time outstanding, all other obligations of the Company in this Indenture, including without limitation, the Company's primary liability for the payment of the principal (premium, if any), interest, if any, and Additional Amounts, if any, on all Securities of such series shall survive until the payment of all such principal (premium, if any), interest, if any, and Additional Amounts, if any, has been made, unless the Company has delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (yii) since the date of execution of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable Federal income tax law, in either case to the effect that Holders that, and based thereon such opinion shall confirm that, the holders of the outstanding Securities of such series and any related Coupons will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; . Upon delivery of such opinion and satisfaction of the other conditions in this Section 12.02, the Company shall be deemed to have paid and discharged the entire indebtedness of all outstanding Securities of such series (and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness), except (i) the Company has delivered to the Trustee an Officer’s Certificate rights of registration of transfer and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date exchange in accordance with Section 11042.05, and (ii) substitution of mutilated, destroyed, lost or stolen Securities in accordance with Section 2.07. Any deposits with the Trustee referred to in Section 12.02(1)(A) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any outstanding Securities of such series are to be redeemed prior to their stated maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless this Section 6.02 is specified, as contemplated by Section 3.01 hereof, to be inapplicable to Securities of any series, the Company shall shall, notwithstanding Section 6.01 hereof, be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of from and after the principal amount thereof, on the 91st ninety-first day after the date of the deposit referred to in subparagraph paragraph (ea) hereofbelow, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect Indenture (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) to the rights of Holders of Outstanding Securities of such series to receive, solely from the trust funds described in subparagraph paragraph (ea) hereofbelow, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the such Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal principal, premium, if any, or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 andinterest, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereofany, Sections 1104 and 1106; and (c) the Company’s obligations with respect to such Outstanding Securities of such series under Sections 3.05, 3.06, 6.05 and 12.02 hereof, as may be applicable to Outstanding Securities of such series, and the rights, powers, trusts, duties, indemnities and immunities of the Trustee under Section 607; provided thathereunder) shall no longer be in effect in respect of Outstanding Securities of such series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, provided, however, that the following conditions shall have been satisfied: (da) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee irrevocably as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the all Outstanding Securities of such series, with reference to this Section 6.02, (i) money in an amount, amount in the currency in which the Securities of such series are denominated or (ii) (A) Eligible U.S. Government Obligations in the case of Securities denominated in Dollars or obligations issued or guaranteed by the government that issued the currency in which the Securities are denominated in the case of Securities denominated in Foreign Currencies, which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than the opening of business on or before the due date of any payment referred to in clause this paragraph (x) or (y) of this subparagraph (e) a), money in an amount in the currency in which the Securities of such series are denominated, or (Biii) a combination thereof, in each case, sufficient, in the opinion of a nationally recognized firm of independent certified registered public accountants expressed in a written certification thereof delivered and addressed to the Trustee, to pay and discharge (x) the entire indebtedness on all Outstanding Securities of such series for principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on such Securities on to the Stated Maturity of as such principal and premium, if any, or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are interest, if any, becomes due and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) provided, however, that the Company has shall not make or cause to be made the deposit provided by this clause (a) unless the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) there will not occur any violation of the Investment Company has received fromAct of 1940, or there has been published byas amended, on the part of the Company, the Internal Revenue Service a ruling trust funds representing such deposit or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes Trustee as a result of such deposit, defeasance deposit and discharge and will be subject to federal income tax on the same amount and in related exercise of the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredCompany’s option under this Section 6.02; (ib) the Company has paid or caused to be paid all other sums payable hereunder by the Company in connection with the Outstanding Securities of such series, including all amounts due to the Trustee under Section 8.07 for such series; (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of such series have been complied with; and (jd) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior an Opinion of Counsel to the date effect that Holders of deposit the Securities of such money series will not recognize gain or Eligible Obligations, and loss on such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice Securities for federal income tax purposes solely as a result of such redemption deposit, defeasance and discharge and will be subject to federal income tax in the name same amounts and at the expense of same times, as would have been the Company case if such deposit, defeasance and discharge had not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104occurred.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless otherwise provided in the Board Resolution adopted pursuant to Section 3.1 or an indenture supplemental hereto establishing the terms of the Securities of any series, the Company or the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the CompanyCompany or the Guarantor, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (a1) the rights of Holders of Securities of such series with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;, (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (dA) the Company or the Guarantor has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of trust for such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness on all Outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any) and interest, if any, on such Securities on interest (including any Additional Interest) to the Stated Maturity of such principal or installment of principal or interest or to and including the any Redemption Date irrevocably designated as contemplated by the penultimate paragraph of this Section 4.3, as the case may be; or (B) the Company pursuant or the Guarantor has irrevocably deposited or caused to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable be irrevocably deposited with the Trustee as obligations in trust for such purpose an amount of trust funds as will, in the written opinion of independent public accountants delivered to the Trustee, together with 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 Outstanding Securities of such series on for principal (and premium, if any) and interest (including any Additional Interest) to the day on which such payments are due and payable in accordance with Stated Maturity or any Redemption Date as contemplated by the terms penultimate paragraph of this Indenture and of Section 4.3, as the case may be; (2) the Company or the Guarantor has paid or caused to be paid all other sums payable with respect to the Outstanding Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h3) the Company or the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with; and (j4) if the Company or the Guarantor has deposited also delivered to the Trustee, together with such Officers' Certificate, either: (A) an instrument wherein the Company or caused to be deposited money or Eligible Obligations to pay or the Guarantor, notwithstanding the satisfaction and discharge the principal of (and premium, if any) and interest on its indebtedness in respect of the Outstanding Securities of such series, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee such additional sums of money, if any, or additional amounts (meeting the requirements of subsection (1) of this Section 4.3), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or amounts theretofore so deposited, to pay when due the principal of and interest due and to become due on such Outstanding Securities of such series or portions thereof, all in accordance with and subject to the provisions of this Section 4.3; provided, however, that such instrument may state that the obligation of the Company or the Guarantor to make additional deposits as aforesaid shall be subject to the delivery to the Company or the Guarantor by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or (B) an Opinion of Counsel, based on a change in law, to the effect that the Holders of such Outstanding Securities of such series, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. Any deposits with the Trustee referred to in Section 4.3(1) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such series are to and including a Redemption Date be redeemed prior to their Stated Maturity, whether pursuant to subparagraph (e) hereofany optional redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company or the Guarantor, as the case may be, shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are satisfactory to the Trustee on for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company or prior the Guarantor. If the Securities of such series are not to become due and payable at their Stated Maturity or upon call for redemption within one (1) year of the date of deposit deposit, then the Company or the Guarantor shall give, not later than the date of such money or Eligible Obligationsdeposit, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption deposit to the Holders of Securities of such series. Upon satisfaction of the conditions set forth in this Section 4.3 with respect to all the name Outstanding Securities of any series, the terms and at conditions of such series, including the expense terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company or the Guarantor; provided, that neither the Company nor the Guarantor shall be discharged from any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations of the Company not less than 30 or the Guarantor under applicable law and provided further that neither the Company nor more than 60 days prior the Guarantor shall be discharged from its obligation to such Redemption Date in accordance with the Trustee under Section 11046.7.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Unless otherwise provided in the Board Resolution adopted pursuant to Section 3.01 establishing the terms of the Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the 50 43 expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as towhen: (a) the rights of Holders of Securities of such series with respect to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the all Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (di) the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of trust for such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in purpose an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal entire indebtedness on all Outstanding Securities of (and premium, if any) and each installment of such series for principal (and premium, if any) and interest, if any, on such Securities on interest to the Stated Maturity of such principal or installment of principal or interest or to and including the any Redemption Date irrevocably designated as contemplated by the penultimate paragraph of this Section 4.03, as the case may be; or (ii) the Company pursuant has irrevocably deposited or caused to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable be irrevocably deposited with the Trustee as obligations in trust for such purpose an amount of Government Obligations as will, in the written opinion of independent public accountants delivered to the Trustee, together with 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 Outstanding Securities of such series on for principal (and premium, if any) and interest to the day on which such payments are due and payable in accordance with Stated Maturity or any Redemption Date as contemplated by the terms penultimate paragraph of this Indenture and of Section 4.03, as the case may be; (b) the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (hc) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that (xi) the Company has received from, or there 51 44 has been published by, the Internal Revenue Service a ruling ruling, or (yii) since the date of execution of this Indenture, there has been a change in law or regulation occurring after the date hereofapplicable Federal income tax law, in either case to the effect that that, and based thereon such opinion shall confirm that, Holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 4.03 and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurredbeen exercised; (id) the Company has delivered to the Trustee an Officer’s Opinion of Counsel to the effect that, immediately following the deposit described in clause (a) above, neither the Company nor the trust held by the Trustee hereunder shall be an "investment company" or "controlled" by an "investment company" within the company meaning of the Investment Company Act of 1940; and (e) 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 defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with; and (j. Any deposits with the Trustee referred to in Section 4.03(a) if above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company has shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. If the Securities 52 45 of such series are not to become due and payable at their Stated Maturity or upon call for redemption within one year of the date of deposit, then the Company shall give, not later than the date of such deposit, notice of such deposit to the Holders of Securities of such series. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to this Article or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to all the Outstanding Securities of a series to any series, the terms and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit conditions of such money series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or Eligible Obligationsapplicable to, and such Board Resolution shall be accompanied by an irrevocable Company Request the Company; provided that the Trustee give notice Company shall not be discharged from any payment obligations in respect of Securities of such redemption in series which are deemed not to be Outstanding under clause (iii) of the name and at the expense definition thereof if such obligations continue to be valid obligations of the Company under applicable law; and provided further that, in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series shall not less than 30 nor more than 60 days prior be discharged and in such event the Trustee shall return such deposited funds or obligations as it is then holding to such Redemption Date in accordance with Section 1104the Company on Company Request.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (ef) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (ef) hereof, (i) payment of the principal of (and premium, if any) and each installment instalment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment instalment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the Company's obligations of the Company and the Trustee with respect to such Securities of such series under Sections 3043.5, 3053.6, 306, 614, 1002, 1003 and 1203 10.2 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ki) hereof, Sections 1104 11.1, 11.4 and 1106; and11.6 as they apply to such Redemption Date; (c) the Company’s 's obligations with respect to the Trustee under Section 6076.7; (d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 4.2 39 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (j) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series on registration of transfer or exchange; and (e) the provisions of Section 4.4; provided that, the following conditions shall have been satisfied: (df) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 4024.2(c) and the last paragraph of Section 10.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ef) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment instalment of principal (and premium, if any) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment instalment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; (eg) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; has delivered to the Trustee an Opinion of Counsel to the effect that the taking of the actions referred to in subparagraph (f) such provision hereof would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (gh) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such date; (hi) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and (j) if the Company has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 110411.4.

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the TrusteeCompany, at the expense of the Companyits option, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely will be discharged from the trust funds described any and all obligations in subparagraph (e) hereof, (i) payment respect of the principal Junior Subordinated Notes (except in each case for the obligations to register the transfer or exchange of (the Junior Subordinated Notes, replace stolen, lost or mutilated Junior Subordinated Notes, maintain paying agencies and premium, if any) and each installment of principal of (and premium, if any) hold monies for payment in trust); or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s will be released from its obligations with respect to the Junior Subordinated Notes (except for the obligations set forth in the preceding clause (a) and except for the obligations to pay the principal of, premium, if any, and any interest on the Junior Subordinated Notes, to compensate and indemnify the Trustee under Section 607; and appoint a successor Trustee, provided that, the following conditions shall have been satisfied: (d) that the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c), 607 and the last paragraph of Section 1003) with the Trustee (specifying that each deposit is pursuant to this Section 403) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesJunior Subordinated Notes, (i) money in an amountU.S. Government Obligations which, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms terms, will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on such Securities interest on the Stated Maturity Outstanding Junior Subordinated Notes on the dates such payments are due in accordance with the terms of such principal the Junior Subordinated Notes (or installment if the Company has designated a Redemption Date pursuant to the final sentence of principal or interest or this paragraph, to and including the Redemption Date irrevocably so designated by the Company pursuant to subparagraph (k) hereof Company), and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities Junior Subordinated Notes of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after deposit. To exercise any such date; (h) option, the Company has delivered is required to deliver to the Trustee an Officer’s Certificate and (x) an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series Junior Subordinated Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and of certain obligations, which in the same manner case of (a) must be based on a change in law or a ruling by the U.S. Internal Revenue Service and at the same times, (y) an Officers' Certificate as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that compliance with all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j) if the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.Indenture

Satisfaction, Discharge and Defeasance of Securities of any Series. The If this Section 4.03 is specified, as contemplated by Section 3.01, to be applicable to Securities and Coupons, if any, of any series, at the Company’s option, either: (a) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged the entire indebtedness on all the Outstanding Coupons, if any, of such series (except as to any surviving rights of, among other things, registration of transfer or exchange of Securities of such series and replacement of temporary or mutilated, destroyed, lost or stolen Securities of such series, maintenance of an office or agency with respect to the Securities and to hold moneys for payment in trust, in each case, as expressly provided for herein) (“Legal Defeasance”); or (b) the Company will cease to be under any obligation to comply with any term, provision or condition set forth in (i) Article Seven and Section 9.06, Section 9.07, and Section 13.01 or (ii) the terms, provisions or conditions of such series or Tranchespecified pursuant to Section 3.01 (“Covenant Defeasance”) (provided, or however, that the Company may not cease to comply with any portion obligations as to which it may not be Discharged pursuant to the definition of “Discharged”), if, in the principal amount thereofcase of clauses (a) and (b) above, with respect to the Securities and Coupons, if any, of such series on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if anyx) and each installment of principal of either (and premium, if anyy) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (kz) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d1) the Company has deposited paid or caused to be irrevocably deposited (except as provided in Section 402) paid all other sums payable with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay Outstanding Securities and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interestCoupons, if any, on such Securities on the Stated Maturity of such principal or installment of principal or interest or series (in addition to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and any required under (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series;or (z)); and (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) no Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date; (h) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i2) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; and (j1) if the Company has shall have deposited or caused to be deposited irrevocably with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series (i) an amount (in such currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (ii) U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or Eligible Obligations (iii) a combination of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (including any premium), and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of a such series to on the dates such installments of interest or principal are due; (2) (i) no Event of Default or event (including such deposit) which with notice or lapse of time or both would become an Event of Default shall have occurred and including a Redemption Date pursuant to subparagraph be continuing on the date of such deposit, (eii) hereofno Event of Default as defined in clause (v) or (vi) of Section 5.01, or event which with notice or lapse of time or both would become an Event of Default under either such Redemption Date clause, shall be irrevocably designated by a Board Resolution have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under clauses (a) or (b) above will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the Company or any Subsidiary or any of their properties; (3) the Company shall have delivered to the Trustee on or prior an Opinion of Counsel to the date effect that Holders of deposit the Securities and Coupons, if any, of such money series will not recognize income, gain or Eligible Obligations, loss for Federal income tax purposes as a result of the Company’s exercise of its option under this Section 4.03 and such Board Resolution shall will be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption subject to Federal income tax in the name same amount, in the same manner and at the expense of same times as would have been the case if such option had not been exercised; provided, that, if the Company not less than 30 nor more than 60 days prior elects Legal Defeasance, such Opinion of Counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to such Redemption Date in accordance with Section 1104.that effect; or

Satisfaction, Discharge and Defeasance of Securities of any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e1) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, solely from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the Company's obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 6141002 and 1003 hereof and if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (5) hereof, 1002Sections 1101, 1003 1104 and 1203 1106 hereof as they apply to such Redemption Date; (c) the Company's obligations with respect to the Trustee under Section 607 hereof; and (d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1104 Article Eleven and 1106; and (c) the Company’s obligations with respect to duty of the Trustee under Section 607to authenticate Securities of such series on registration of transfer or exchange; provided PROVIDED that, the following conditions shall have been satisfied: (d1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repurchase at the option of Holders and if such Securities are payable in U.S. Dollars, (A) Eligible U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion report of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the Outstanding Securities of such Securities series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; (e2) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof; (g3) no Event of Default or event that which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (h4) the Company has delivered to the Trustee an Officer’s Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that (xi) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after the date hereof, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (j5) if the Company has deposited or caused to be deposited money or Eligible U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104.1104 hereof; and (6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with. ARTICLE FIVE

Satisfaction, Discharge and Defeasance of Securities of any Series. The If this Section 11.05 is specified, as contemplated by Section 2.03, to be applicable to Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Trancheat the time outstanding, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction, except as to:discharge and defeasance of such indebtedness, when (a1) the rights of Holders of either (A) with respect to all Securities of such series to receive, solely from at the trust funds described in subparagraph (e) hereof, time outstanding, (i) payment of the Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on all such Securities for principal of (and premiuminterest, if any) and each installment of on the days on which such principal of (and premium, if any) or interest, if anyas the case may be, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are is due and payable in accordance with the terms of this Indenture and such Securities, to the Securities date of such series;maturity or date of redemption thereof as contemplated by the penultimate paragraph of this Section 11.05, as the case may be; or (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (dii) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as obligations in trust funds in trust, specifically pledged as security for, and dedicated solely to, for the benefit purpose such amount of the Holders of the Securities of such series, (i) money in an amountnon-callable direct obligations of, or (ii) (A) Eligible Obligations obligations the principal of and interest on which through are fully 00 xxxxxxxxxx xx, xxx Xxxxxx Xxxxxx xx America as will, together with the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date income to accrue thereon without consideration of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination reinvestment thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, be sufficient to pay and discharge (x) the entire indebtedness on all such Securities for principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on such Securities on the Stated Maturity of days on which such principal or installment of principal or interest or to and including interest, as the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are case may be, is due and payable in accordance with the terms of this Indenture and such Securities, to the date of maturity or date of redemption thereof as contemplated by the penultimate paragraph of this Section 11.05, as the case may be; or (B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.03, to be applicable to the Securities of such series; (e2) the Company has paid or caused to be paid all other sums payable with respect to the Securities of such series at the time outstanding and all other amounts due under the Indenture with respect to such series; (3) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g4) no Event of Default or event that with that, after notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series has shall have occurred and is be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit; (h5) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel to the effect that (xi) the Company has received from, or that there has been published by, the Internal Revenue Service a ruling ruling, or (yii) since the date of this Indenture there has been a change in law or regulation occurring after the date hereofapplicable federal income tax law, in either case to the effect that Holders holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, satisfaction, discharge and defeasance and discharge and will be subject to federal income tax on the same amount amounts and in the same manner and at the same times, as would have been the case if such deposit, satisfaction, discharge and defeasance and discharge had not occurred;; and (i6) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction, discharge and defeasance contemplated by this Section of the entire indebtedness on all Securities of any such series at the time outstanding have been complied with; and (j. Any deposits with the Trustee referred to in Section 11.05(1)(A) if above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Securities of such series at the time outstanding are to be redeemed prior to their stated maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are 55 satisfactory to the Trustee on or prior to for the date giving of deposit notice of such money or Eligible Obligations, and such Board Resolution shall be accompanied redemption by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company. Upon the satisfaction of the conditions set forth in this Section 11.05 with respect to all the Securities of any series at the time outstanding, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company, provided that the Company shall not less than 30 nor more than 60 days prior be discharged from any payment obligations in respect of Securities of such series that are deemed not to be outstanding under clause (c) of the definition thereof if such Redemption Date obligations continue to be valid obligations in accordance with this Section 1104by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application.

Satisfaction, Discharge and Defeasance of Securities of any Series. The If pursuant to Section 301 provision is made for defeasance of Securities of any series pursuant to Section 403, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series or Tranche, or any portion of the principal amount thereof, on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall be satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction and discharge of such indebtedness, except as to:when (a1) the rights of Holders of either (A) with respect to all Outstanding Securities of such series to receive, solely from the trust funds described in subparagraph (e) hereof, and any Coupons appertaining thereto, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest, if any, on the Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the obligations of the Company and the Trustee with respect to such Securities of such series under Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1104 and 1106; and (c) the Company’s obligations with respect to the Trustee under Section 607; provided that, the following conditions shall have been satisfied: (d) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee Trustee, as trust funds in trusttrust for such purpose, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the entire indebtedness on all Outstanding Securities of such series for principal of (and premium, if any), any Additional Amounts, and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 403, as the case may be; or (ii) with respect to any Series of Securities which are denominated in United States dollars, the Company has deposited or caused to be deposited with the Trustee, as obligations in trust for such purpose, such amount of direct obligations of, or obligations the timely payment of the principal of and each installment interest on which are fully guaranteed by, the United States of America and which are not callable at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any), any Additional Amounts, and interest to the stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 403; or (B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 301, to be applicable to the Securities of such series; and (2) the Company has paid or caused to be paid all other sums payable hereunder with respect to the Outstanding Securities of such series; and (3) the Company has delivered to the Trustee a certificate signed by a nationally recognized firm of Independent Public Accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (A) (i) or (ii) of this Section for payment of the principal (and premium, if any) and interest, if any, on such Securities interest on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which dates such payments are due due, an Officers' Certificate and payable in accordance with the terms an Opinion of this Indenture Counsel, each such Certificate and of the Securities of such series; (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (f) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (g) opinion stating that no Event of Default or event that which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series has occurred and is continuing on the date of such deposit or during the period ending on the 91st day after such date;have been complied with; and (h4) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that Trustee (xA) the Company has received from, or there has been published by, a ruling from the Internal Revenue Service a ruling or (y) there has been a change in law or regulation occurring after an opinion of independent counsel that the date hereof, to the effect that Holders holders of the Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (jB) if the Company has deposited or caused Securities of such series are then listed on the New York Stock Exchange, an Opinion of Counsel that the Securities of such series will not be delisted as a result of the exercise of this option. Any deposits with the Trustee referred to in subsection (1) (A) of this Section shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities of such series are to be deposited money redeemed prior to their Stated Maturity, whether pursuant to any optional redemption or Eligible Obligations repayment provisions or in accordance with any mandatory sinking fund requirement, the Company shall make such arrangements as are satisfactory to pay or discharge the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Upon the satisfaction of the conditions set forth in this Section 403 with respect to all the Outstanding Securities of any series, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections 305, 306, and 1002, other than the right of Holders of Securities and any Coupons of such series to receive, from the trust fund described in this Section, payment of the principal of (and premium, if any) and of, the interest on or any Additional Amounts with respect to such Securities and Coupons (if any) appertaining thereto when such payments are due, other than any right of conversion of such Securities and the Outstanding rights, powers, duties and immunities of the Trustee hereunder, shall no longer be binding upon, or applicable to, the Company except those responsibilities and obligations which by the terms of the Indenture survive the termination of the Indenture; PROVIDED that the Company shall not be discharged from any payment obligations in respect of Securities of a such series which are deemed not to and including a Redemption Date pursuant be Outstanding under clause (iii) of the definition thereof if such obligations continue to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense valid obligations of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104under applicable law.