Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes (i) have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (b) all of such Notes not theretofore delivered to the Notes Trustee cancelled or for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender money or U.S. Governmental Obligations Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to to, but not including, the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to Section 1001(c), (x) the amount of money or irrevocable authority shall have been given by U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the Trustee date of such deposit, and (y) the Company must irrevocably deposit or cause to give be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating Counsel, each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding110l(ii), the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, issued hereunder when: (1i) either either: (aA) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or cancellation; or (bB) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts, as determined by the Company, as will be sufficient without consideration of U.S. legal tender or U.S. Governmental Obligations sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company and/or the Guarantors have or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (3iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In the case of satisfaction and discharge, upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the trustee shall be sufficient for purposes of clause (i) above and this Indenture to the extent that an Officers’ amount is deposited with the trustee equal to the Applicable Premium calculated as of the date of such deposit, with any Applicable Premium Deficit only required to be deposited with the trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. In addition, the Company shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, Trustee on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, , (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been called for redemption, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to the third paragraph of Section 1009, (x) the amount of money or irrevocable authority U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall have been given be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Trustee Redemption Date, as required by Section 1006, as necessary to give pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof Redemption Date shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a serieshave occurred.

Satisfaction and Discharge of Indenture. This Indenture Indenture, with respect to the Notes, shall be discharged and shall cease to be of further effect (except those obligations referred as to in the penultimate paragraph surviving rights of this Section 9.01registration of transfer or exchange of such Notes, as expressly provided for herein) as to all outstanding Notes and the TrusteeNotes, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenwhen either: (1) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustas provided in this Indenture) have been delivered to the Trustee Registrar for cancellation or cancellation, and (b1) all of the Notes (i) have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; Indenture by the Company with respect to all Notes, and (32) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to all Notes have been complied with; or (b) the Company shall have given notice of redemption of all of the Notes, all of the Notes shall have otherwise become due and payable or all of the Notes will become due and payable, or may be called for redemption, within one year, and (i) the Company has irrevocably deposited or caused to be deposited with the Trustee or another trustee funds, in trust solely for the benefit of the Holders, U.S. legal tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of or default under any other instrument to which the Company is a party or by which it is bound; (iii) the Company has paid all other sums payable under this Indenture; and (iv) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture with respect to all Notes relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 satisfaction and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under this Indenture with respect to the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The of the Company to the Trustee under Section 7.07, the obligations of the Trustee to any Authenticating Agent under Section 7.14, the obligations of the Company under Section 4.01, and, if money shall provide notice of discharge or defeasance have been deposited with the Trustee pursuant to clause (b) of this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all Section 8.01, the obligations of the Notes of any series is to be provided for in the manner and with the effect provided in this Trustee under Section 9.01, the Trustee 8.02 shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of or transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (b) all of such Notes not theretofore delivered to the Notes Trustee cancelled or for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of in United States dollars, U.S. legal tender Government Obligations, or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating Counsel, each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding1101(ii), the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and If at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either any time: (a) the Issuer shall have delivered to the Trustee for cancellation all the Notes Securities of a Series theretofore authenticated and delivered (except other than any Securities of such Series that shall have been mutilated, lost, destroyed or stolen or destroyed Notes which and that shall have been replaced or paid as provided in Section 2.10 and Notes Securities of such Series for whose payment money has and/or U.S. Government Obligations have theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter thereupon repaid to the Company Issuer or discharged from such trust, as provided in Section 8.06); or (b) have been any Securities of any Series not theretofore delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has Issuer irrevocably deposited or caused to be deposited deposits with the Trustee funds Trustee, in trust trust, for the benefit of the Holders of the Securities, cash in an amount of United States Dollars, noncallable U.S. legal tender Government Obligations, or U.S. Governmental Obligations a combination thereof, in such amounts as will be sufficient to pay and discharge the entire Indebtedness on at Maturity or upon redemption all Securities of such Notes Series not theretofore delivered to the Trustee for cancellation, for including principal of, premium, if any, and interest due or to become due on the Notes Securities of such Series to the such Maturity or date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or fixed for redemption, as the case may be; provided, however, that in and if the case of the provision for payment Issuer shall also pay or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite cause to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have be paid all other sums payable under this Indenture; and (3) hereunder with respect to the Company has Securities of such Series by the Issuer, and shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel and an Officer’s Certificate, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Securities of such Series have been complied with. Notwithstanding , then this Indenture shall thereupon cease to be of further effect with respect to the foregoing paragraphSecurities of such Series and any Guarantees of the Securities of such Series except for: (a) in the case of clause (b) above, the CompanyIssuer’s obligations with respect to the Securities of such Series under Sections 2.06, 2.07, 2.08, 2.09 and 2.10; (b) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in Article 2 connection therewith (including, but not limited to, the rights of the Trustee and Sections 4.01, 4.12, the duties of the Issuer under Section 7.07, 9.06 which shall survive despite the satisfaction in full of all obligations hereunder); and (c) Sections 8.05, 8.06, 8.07 and 9.07 hereof 8.08, each of which shall survive until the Notes are no longer outstanding pursuant to the last paragraph Securities of Section 2.08 hereof. After the Notes are no longer outstandingsuch Series have been paid in full (thereafter, the CompanyIssuer’s obligations in Sections 7.07, 9.06 and 9.07 hereof Section 7.07 only shall survive). After such delivery or irrevocable depositUpon the Issuer’s exercise of this Section 8.08, the Trustee upon request shall acknowledge in writing the discharge Trustee, on demand of the Company’s Issuer and each Guarantor’s obligations under at the Notescost and expense of the Issuer, the Guarantees shall execute proper instruments acknowledging satisfaction of and discharging this Indenture except for those surviving obligations specified above. The Company shall provide notice with respect to such Series of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesSecurities.

Satisfaction and Discharge of Indenture. This Indenture Indenture, and the rights of the Trustee and the Holders of the Notes hereunder, shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued thereunder, when: (1) either either: (aA) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation or cancellation; or (bB) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. legal tender dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or U.S. Governmental Obligations sufficient firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have Issuer or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (3) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing paragraphclauses (1), the Company’s obligations in Article 2 (2) and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series3)).

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of or transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore previously authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (b) all of such Notes not previously delivered to the Notes Trustee cancelled or for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of in United States dollars, U.S. legal tender Government Obligations, or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore previously delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding1101(ii), the Company’s obligations in Sections 7.07of the Trustee under Section 1102, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and If at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either any time: (a) the Company shall have delivered to the Trustee for cancellation all the Notes Debt Securities of a series theretofore authenticated (other than any Debt Securities that shall have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes which that shall have been replaced or paid as provided in Section 2.7 and Notes Debt Securities for whose payment money has or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company (and thereafter thereupon repaid to the Company or discharged from such trust, as provided in Section 11.5)); or (b) have been all such Debt Securities of a particular series not theretofore delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has irrevocably deposited shall deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in trust in an amount of U.S. legal tender moneys or U.S. Governmental Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire Indebtedness on such Notes at maturity or upon redemption all Debt Securities of that series not theretofore delivered to the Trustee for cancellation, for including principal of, (and premium, if any, ) and interest on the Notes due or to the become due to such date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or date fixed for redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by and if the Company shall also pay or cause to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have be paid all other sums payable under this Indenturehereunder with respect to such series by the Company; and (3) and if the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating based on the fact that all conditions precedent under (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the holders of the Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, then this Indenture relating shall thereupon cease to be of further effect with respect to such series except for the satisfaction provisions of Sections 2.3, 2.5, 2.7, 4.1, 4.2, 4.3 and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph7.10, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof that shall survive until the Notes are no longer outstanding pursuant date of maturity or redemption date, as the case may be, and Sections 7.6 and 11.5, that shall survive to such date and thereafter, and the last paragraph Trustee, on demand of Section 2.08 hereof. After the Notes are no longer outstanding, Company and at the Company’s obligations in Sections 7.07, 9.06 cost and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge expense of the Company’s , shall execute proper instruments acknowledging satisfaction of and each Guarantor’s obligations under the Notes, the Guarantees and discharging this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant with respect to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand a series of and Securities issued hereunder if at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenany time: (1) either (a) either (i) the Company shall have delivered or shall have caused to be delivered to the Trustee for cancellation all the Notes Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes which that shall have been replaced or paid as provided in Section 2.07) and Notes Securities for whose payment money has funds or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter thereupon repaid to the Company or discharged from such trust, as provided in Section 11.06; or (ii) have been all such Securities of a particular series not theretofore delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will payable or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has shall irrevocably deposited deposit or caused cause to be deposited with the Trustee funds in as trust in an amount of U.S. legal tender funds, cash or U.S. Governmental Obligations that will generate enough cash, or a combination thereof sufficient to pay and discharge the entire Indebtedness on in Dollars (except as otherwise provided pursuant to Section 2.01) at maturity or upon redemption all Securities of such Notes series not theretofore delivered to the Trustee for cancellation, for principal ofincluding principal, premium, if any, and interest due or to become due on the Notes to the such date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemptionredemption date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2b) the Company and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenturehereunder by the Company with respect to such series; and (3c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied with. Notwithstanding Nothing in this Section 11.02 shall be deemed to discharge the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof following provisions that shall survive until the Notes are no longer outstanding pursuant date of maturity or redemption date, as the case may be: (A) the rights of Holders of Securities of such series to receive, solely from the last paragraph trust fund described in Section 11.03(c) and as more fully set forth in such Section, payments in respect of Section 2.08 hereof. After the Notes are no longer outstandingprincipal of and any premium and interest on such Securities when due, (B) the Company’s obligations in obligation with respect to such Securities under Sections 7.072.03, 9.06 2.04, 2.05, 2.07, 4.02, 4.03, 7.05 and 9.07 hereof shall survive. After such delivery or irrevocable deposit7.10 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee upon request hereunder and (D) this Article XI. Sections 7.06 and 11.06 shall acknowledge in writing survive to such date and thereafter, and the discharge Trustee, on demand of the Company’s Company and each Guarantor’s obligations under at the Notes, cost and expense of the Guarantees Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant with respect to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand surviving rights of and at the expense registration of transfer or exchange of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Notes as expressly provided under Section 2.06) when: (1a) either the Issuer has irrevocably deposited or caused to be deposited with the Trustee as funds in trust for such purpose an amount in dollars or U.S. Government Obligations sufficient to pay and discharge the entire Debt on such Notes that have not, prior to such time, been delivered to the Trustee for cancellation, for principal of, premium, if any, and any Additional Amounts and accrued and unpaid interest on the Notes to the date of such deposit (ain the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the Redemption Date, as the case may be and either: (i) all the Notes theretofore that have been authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trusttrust as provided for in Section 8.07) have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes Trustee for cancellation (ix) have become due and payablepayable (by reason of the mailing of a notice of redemption or otherwise), (iiy) will become due and payable at their Stated Maturity Date within one year or (iiiz) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name, and at the Issuer’s expense, of ; (b) the Company, and the Company Issuer has irrevocably deposited paid or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than paid all of the Notes of any series, such Notes or portions thereof shall have been selected sums payable by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable Issuer under this Indenture; and (3c) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that that: (i) all conditions precedent under provided in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphsatisfied; and (ii) such satisfaction and discharge will not result in a breach or violation of, the Company’s obligations in Article 2 and Sections 4.01or constitute a default under, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant any other agreement or instrument to this Article 9 within ten (10) days after deposit of funds which the Issuer or U.S. Government Obligations. If payment at Stated Maturity of less than all of any Subsidiary is a party or by which the Notes of Issuer or any series Subsidiary is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesbound.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall will cease to be of further effect with respect to any Series or Class of Notes (except those obligations referred as to any surviving rights of transfer or exchange of Notes of that Series or Class expressly provided for herein or in the penultimate paragraph form of this Section 9.01) as to all outstanding Notes Note for that Series or Class), and the Indenture Trustee, on written demand of and at the expense of the CompanyIssuer, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) all the Notes of that Series or Class theretofore authenticated and delivered (except lostother than (i) Notes of that Series or Class which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 6.6, and (ii) Notes of that Series or Class for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such that trust) have been delivered to the Indenture Trustee canceled or for cancellation or have been redeemed in accordance with Article XIII hereof or the applicable Indenture Supplement (in which case, such redeemed Notes shall be deemed to have been canceled and shall be immediately surrendered to the Indenture Trustee in exchange for the related redemption price); (b) all of the Notes (i) have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory with respect to the Trustee discharge of this Indenture for each Series or Class the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Issuer has irrevocably deposited paid or caused to be deposited paid all sums payable hereunder (including payments to the Indenture Trustee (in all its capacities) and Deutsche Bank (in all its capacities) pursuant to Section 11.7 with respect to the Notes or in respect of Fees, any and all amounts payable to each Derivative Counterparty in accordance with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case terms of the provision for payment or redemption of less than all of the Notes of related Derivative Agreement and any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid and all other sums amounts due and payable under pursuant to this IndentureIndenture (including any payments to Deutsche Bank (in any of its capacities); and (3c) the Company Issuer has delivered to the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series or Class have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 satisfaction and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the this Indenture with respect to any Series or Class of Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Administrator to the Indenture Trustee with respect to any Series or Class of Notes under Section 11.7 and of any series is the Issuer to be provided for in the manner Securities Intermediary under Section 4.9 and with the effect provided in this obligations and rights of the Indenture Trustee under Section 9.017.2 and Section 11.3, the Trustee shall select respectively, will survive such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and If at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either any time: (a) the Company shall have delivered to the Trustee for cancellation all the Notes Debt Securities of a series theretofore authenticated (other than any Debt Securities that shall have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes which that shall have been replaced or paid as provided in Section 2.07) and Notes Debt Securities for whose payment money has or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter Company(and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (b) have been all such Debt Securities of a particular series not theretofore delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has irrevocably deposited shall deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in trust in an amount of U.S. legal tender moneys or U.S. Governmental Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire Indebtedness on such Notes at maturity or upon redemption all Debt Securities of that series not theretofore delivered to the Trustee for cancellation, for including principal of, (and premium, if any, ) and interest on the Notes due or to the become due to such date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or date fixed for redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by and if the Company shall also pay or cause to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have be paid all other sums payable under this Indenturehereunder with respect to such series by the Company; and (3) then if the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating based on the fact that all conditions precedent under (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the holders of the Debt Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, this Indenture relating shall thereupon cease to be of further effect with respect to such series except for the satisfaction and discharge provisions of this Indenture have been complied with. Notwithstanding the foregoing paragraphSections 2.03, the Company’s obligations in Article 2 and Sections 2.05, 2.07, 4.01, 4.124.02, 7.074.03 and 7.10, 9.06 and 9.07 hereof which shall survive until the Notes are no longer outstanding pursuant date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, which shall survive to such date and thereafter, and the last paragraph of Section 2.08 hereof. After the Notes are no longer outstandingTrustee, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge on demand of the Company’s Company and each Guarantor’s obligations under at the Notes, cost and expense of the Guarantees Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant with respect to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture The Company shall be deemed to have paid and discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, entire indebtedness on written demand of and at the expense any series of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) all Debentures outstanding on the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes (i) have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and date the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee or any Paying Agent as trust funds in trust trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Debentures of such series (1) cash (which may be held in an amount interest bearing account insured by the Federal Deposit Insurance Corporation) in an amount, or (2) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of U.S. legal tender cash, or U.S. Governmental Obligations (3) a combination thereof, sufficient to pay the principal of and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date all Debentures of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemptionseries then outstanding, as the case may be; provided, however, provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority the Company shall have been given by the Company to irrevocably instructed the Trustee to give such notice, under arrangements satisfactory ; and further provided that the following conditions shall have been met: (A) no Default or Event of Default with respect to the TrusteeDebentures of such series has occurred and is continuing on the date of such deposit or occurs as a result of such deposit; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3B) the Company has delivered to the Trustee an Officers’ Officer's Certificate certifying that there does not exist (i) a default in the payment of all or any portion of any Senior Indebtedness or (ii) any other default affecting Senior Indebtedness permitting its acceleration as the result of which the maturity of Senior Indebtedness has been accelerated; (C) the Company has delivered to the Trustee (i) either a private Internal Revenue Service ruling or an Opinion of Counsel to the effect that the Holders of the Debentures 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 manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, and an Opinion of Counsel to the effect that (A) the deposit shall not result in the Company, the Trustee or, if the Debentures of such series are held by a Trust, such Trust being deemed to be an "investment company" under the Investment Company Act of 1940, as amended, and (B) such deposit creates a valid trust in which the Holders of the Debentures of such series have the sole beneficial interest or that the Holders of the Debentures of such series have a nonavoidable first priority security interest in such trust; and (D) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of defeasance contemplated by this Indenture provision have been complied with. Notwithstanding the foregoing paragraphUpon such deposit, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof provisions of this Indenture with respect to such series of Debentures shall survive until the Notes are no longer outstanding pursuant be in effect (except as to (1) the rights of registration of transfer and exchange of Debentures of such series, (2) the replacement of apparently mutilated, defaced, destroyed, lost or stolen Debentures of such series, (3) the rights of the Holders of the Debentures of such series to receive payments of the principal thereof and premium, if any, and interest thereon, (4) the rights of the Holders of the Debentures of such series as beneficiaries hereof with respect to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, property so deposited with the Trustee upon payable to all or any of them, (5) the obligation of the Company to maintain an office or agency for payments on and registration of transfer of the Debentures of such series, (6) the rights, obligations and immunities of the Trustee hereunder, and (7) the obligations of the Company to the Trustee for compensation and indemnity under Section 7.07 hereof; and the Trustee shall, at the request shall acknowledge in writing the discharge and expense of the Company’s and each Guarantor’s obligations under , execute proper instruments acknowledging the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessame.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged with respect of the Debt Securities of any series and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the TrusteeDebt Securities issued thereunder, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) when either (a) all the Notes Debt Securities of such series theretofore authenticated and delivered (except lost, stolen or destroyed Notes which Debt Securities that have been replaced or paid and Notes Debt Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation cancellation; or (bb)(i) all Debt Securities of such series not theretofore delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust in an amount of money in U.S. legal tender dollars or U.S. Governmental Obligations Government Securities or any combination thereof sufficient to pay and discharge the entire Indebtedness indebtedness on the Debt Securities of such Notes series not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premium, if any, and accrued and unpaid interest on the Notes to the date of maturity or redemption; (ii) no Default with respect to the Debt Securities of such series shall have occurred within 91 days of such deposit together or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (iii) the Company has paid or caused to be paid all sums payable by it with respect to the Debt Securities of such series under this Indenture; and (iv) the Company has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of the Debt Securities of such series at maturity or redemptionthe Redemption Date, as the case may be; provided. In addition, however, that in the case with respect to clause (b) of the provision for payment or redemption of less than all of preceding sentence, the Notes of any series, such Notes or portions thereof Company shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred as to in the penultimate paragraph any surviving rights of this Section 9.01) registration of transfer or exchange of Notes herein expressly provided for), as to all outstanding Notes and related Guarantees, and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 3.8, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 6.3) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (b) all of such Notes not theretofore delivered to the Notes Trustee cancelled or for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to Section 4.1(c), (x) the amount of money or irrevocable authority shall have been given by U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the Trustee date of such deposit, and (y) the Company must irrevocably deposit or cause to give be deposited additional money in trust on the Redemption Date, as required by Section 4.6, as necessary to pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 14.1 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 9.7 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding14.1(ii), the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof of the Trustee under Section 14.2 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture Indenture, and the rights of the Trustee and the Holders of the Notes hereunder, shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued thereunder, when: (1) either either: (aA) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation or cancellation; or (bB) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. legal tender dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or U.S. Governmental Obligations sufficient firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued interest on the Notes to the date of deposit together with maturity or redemption; (2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (3) the Issuer has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the redemption date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (34) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing paragraphclauses (1), the Company’s obligations in Article 2 (2) and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series3)).

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand a series of and Securities issued hereunder if at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenany time: (a) either (1) either (a) the Company shall have delivered or shall have caused to be delivered to the Trustee for cancellation all the Notes Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes which that shall have been replaced or paid as provided in Section 2.07 and Notes Securities for whose payment money has funds or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter thereupon repaid to the Company or discharged from such trust, as provided in Section 11.06); or (2) have been all such Securities of a particular series not theretofore delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will payable or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has shall irrevocably deposited deposit or caused cause to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. trust, cash, Governmental Obligations sufficient that will generate cash, or a combination thereof, sufficient, to pay and discharge the entire Indebtedness on in U.S. dollars (except as otherwise provided pursuant to Section 2.01) at maturity or upon redemption all Securities of such Notes series not theretofore delivered to the Trustee for cancellation, for principal ofincluding principal, premium, if any, and interest due or to become due on the Notes to the such date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemptionredemption date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2b) the Company and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenturehereunder by the Company with respect to such series; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied with. Notwithstanding Nothing in this Section 11.02 shall be deemed to discharge the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof following provisions that shall survive until the Notes are no longer outstanding pursuant date of maturity or redemption date, as the case may be: (A) the rights of Securityholders of Securities of such series to receive, solely from the last paragraph trust fund described in Section 11.03(c) and as more fully set forth in such Section, payments in respect of Section 2.08 hereof. After the Notes are no longer outstandingprincipal of and any premium and interest on such Securities when due, (B) the Company’s obligations in obligation with respect to such Securities under Sections 7.072.03, 9.06 2.05, 2.07, 4.02, 4.03, 7.05 and 9.07 hereof shall survive. After such delivery or irrevocable deposit7.09 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee upon request hereunder and (D) this Article XI. Sections 7.06 and 11.06 shall acknowledge in writing survive to such date and thereafter, and the discharge Trustee, on demand of the Company’s Company and each Guarantor’s obligations under at the Notes, cost and expense of the Guarantees Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant with respect to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued hereunder, when: (1) either either: (a1) all the Notes theretofore that have been authenticated and delivered hereunder (except lost, stolen or destroyed Notes which that have been replaced or paid and the Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustIssuers) have been delivered to the Trustee for cancellation or cancellation; or (b2) all of Notes issued hereunder that have not been delivered to the Notes Trustee for cancellation (ix) have become due and payablepayable (by reason of the mailing of a notice of redemption or otherwise), (iiy) will become due and payable at their Stated Maturity Date within one year or (iiiz) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameTrustee, and at in each such case the expense, of the Company, and the Company has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of U.S. legal tender or U.S. Governmental Obligations sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) no Default or Event of Default (other than resulting from the Company and/or borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the Guarantors granting of Liens in connection therewith) will have occurred and be continuing on the date of such deposit or will occur as a result of such deposit, and such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuers or any Subsidiary Guarantor is a party or by which the Issuers or any Subsidiary Guarantor is bound (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it with respect to the Notes under this Indenture; and (34) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at Stated Maturity or the Redemption Date, as the case may be. In addition, the Issuers must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect If at any time: (except those obligations referred to in the penultimate paragraph of this Section 9.01a) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, wheneither: (1) either (a) all the Notes theretofore authenticated and delivered (delivered, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) , have been delivered to the Trustee for cancellation or cancellation; or (b2) all of Notes not theretofore delivered to the Notes (i) Trustee for cancellation have become due and payablepayable by reason of the making of a notice of redemption or otherwise, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of any Notes, cash in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of U.S. legal tender or U.S. Governmental Obligations sufficient any reinvestment of interest to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of deposit together with maturity or redemption; (b) the Company has paid or caused to be paid all sums payable by it under this Indenture; and (c) the Company has delivered irrevocable instructions from the Company directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionthe redemption date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2d) the Company and/or the Guarantors shall have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel and an Officer’s Certificate, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to have been complied with. Notwithstanding , then this Indenture shall thereupon cease to be of further effect with respect to the foregoing paragraphNotes except for the rights, indemnities and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith (including, but not limited to, the rights of the Trustee and the duties of the Company and the Guarantors under Section 7.07, which shall survive despite the satisfaction in full of all obligations hereunder) and, if money shall have been deposited with the Trustee pursuant to this Section 8.07: (1) the Company’s obligations with respect to the Notes under Article II; (2) the agreements of the Company and the Subsidiary Guarantors set forth in Article 2 V; and (3) Sections 8.02, 8.04, 8.05, 8.06, 8.07, 8.08 and Sections 4.0111.11 hereof, 4.12, 7.07, 9.06 and 9.07 hereof shall each survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereofhave been paid in full. After the Notes are no longer outstanding, Upon the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable depositexercise of this Section 8.07, the Trustee upon request shall acknowledge in writing Trustee, on demand of the discharge Company and at the cost and expense of the Company’s , shall execute proper instruments acknowledging satisfaction of and each Guarantor’s obligations under discharging this Indenture with respect to the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand surviving rights of and at the expense registration of transfer or exchange of the Company, shall execute proper instruments acknowledging satisfaction and discharge of Notes as expressly provided for in this Indenture, ) and all Liens securing the Notes will be released when: (1a) either the Issuer has irrevocably deposited or caused to be deposited with the Trustee as funds in trust for such purpose an amount in euro and/or European Government Obligations (aif applicable, in combination with Qualified Interest Rate Agreements) that through the payment of interest and principal (in respect of such cash or European Government Obligations) or other amounts (in respect of such Qualified Interest Rate Agreements will provide funds (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as will be sufficient to pay and discharge the entire Debt on such Notes that have not, prior to such time, been delivered to the Trustee for cancellation, for principal of, premium, if any, and any Additional Amounts and accrued and unpaid interest, if any, on the Notes to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the redemption date, as the case may be and either: (i) all the Notes theretofore that have been authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trusttrust as provided for in this Indenture) have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes Trustee for cancellation (iI) have become due and payablepayable (by reason of the mailing of a notice of redemption or otherwise), (iiII) will shall become due and payable at their Stated Maturity Date within one year or (iiiIII) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, Issuer’s name and at the Issuer’s expense, of ; and (b) the Company, and the Company Issuer has irrevocably deposited paid or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than paid all of the Notes of any series, such Notes or portions thereof shall have been selected sums payable by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable Issuer under this Indenture; and (3c) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel acceptable to the Trustee, each stating that that: (i) all conditions precedent under provided in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphsatisfied; and (ii) such satisfaction and discharge shall not result in a breach or violation of, the Company’s obligations in Article 2 and Sections 4.01or constitute a default under, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant any other agreement or instrument to this Article 9 within ten (10) days after deposit of funds which the Issuer or U.S. Government Obligations. If payment at Stated Maturity of less than all of any Subsidiary is a party or by which the Notes of Issuer or any series Subsidiary is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesbound.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (b) all of such Notes not theretofore delivered to the Notes Trustee cancelled or for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to Section 1001(c), (x) the amount of money or irrevocable authority shall have been given by U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the Trustee date of such deposit, and (y) the Company must irrevocably deposit or cause to give be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding1101(ii), the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture and the rights of the Holders of the Notes shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued thereunder, when: (1) either (a) either: (i) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes Trustee for cancellation (iA) have become due and payablepayable by reason of the delivery of a notice of redemption or otherwise, (iiB) will become due and payable at their Maturity Date within one year year, or (iiiC) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuer, and in each case, the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. legal tender dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or U.S. Governmental Obligations sufficient firm of independent public accountants (with respect to any non-callable Government Securities), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued interest on the Notes to the date of deposit together maturity or redemption; provided that, upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deficit is in fact paid); (b) the Issuer has paid or caused to be paid all sums payable by it with respect to the Notes under this Indenture; (c) the Issuer has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the Redemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing paragraphclauses (a), the Company’s obligations in Article 2 (b) and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesc)).

Satisfaction and Discharge of Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) shall be discharged and shall cease to be of further effect (except those obligations referred as to in the penultimate paragraph of this surviving rights under Section 9.012.06) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, issued thereunder when: (1) either (a) the Issuer has irrevocably deposited or caused to be deposited with the Trustee (or such other party as directed by the Trustee) as funds in trust for such purpose an amount in Sterling or U.K. Government Securities sufficient (in the opinion of an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay and discharge the entire Debt on such Notes not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and accrued and unpaid interest and Additional Amounts, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, and the Issuer shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of Notes at Maturity or on the Redemption Date, as the case may be, and either: (i) all the Notes theretofore previously authenticated and delivered (except other than lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 8.07) have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes not theretofore delivered to the Notes Trustee for cancellation (iA) have become due and payable, payable by reason of the mailing of a notice of redemption or otherwise or (iiB) will become due and payable at their Stated Maturity Date within one year or (iiiC) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name, and at the Issuer’s expense, of ; (b) the Company, and the Company Issuer has irrevocably deposited paid or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than paid all of the Notes of any series, such Notes or portions thereof shall have been selected sums payable by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable Issuer under this Indenture; and (3c) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that that: (x) all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphsatisfied and (y) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until Security Documents or any other agreement or instrument to which the Notes are no longer outstanding pursuant to Issuer or any Subsidiary is a party or by which the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery Issuer or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series Subsidiary is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesbound.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore delivered to the Notes Trustee for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender money or U.S. Governmental Obligations Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to to, but not including, the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to Section 1001(c), (x) the amount of money or irrevocable authority shall have been given by U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the Trustee date of such deposit, and (y) the Company must irrevocably deposit or cause to give be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating Counsel, each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding110l(ii), the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the amount of money or irrevocable authority shall have been given by U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the Trustee date of such deposit, and (y) the Company must irrevocably deposit or cause to give be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X (and Section 6 of each applicable Notes Supplemental Indenture) shall survive such satisfaction and discharge until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof Redemption Date shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a serieshave occurred.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (b) all of such Notes not theretofore delivered to the Notes Trustee cancelled or for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender money or U.S. Governmental Obligations Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to to, but not including, the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to Section 1001(c), (x) the amount of money or irrevocable authority shall have been given by U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the Trustee date of such deposit, and (y) the Company must irrevocably deposit or cause to give be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating Counsel, each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding110l(ii), the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Upon the direction of MAALP by an Operating Partnership Order, this Indenture shall be discharged and shall cease to be of further effect (except those obligations referred with respect to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and any Subsidiary Guarantee endorsed thereon, and the Trustee, on written demand receipt of and an Operating Partnership Order, at the expense of the CompanyMAALP, shall execute proper instruments acknowledging satisfaction and discharge of this IndentureIndenture as to such series, when: (a) either: (1) either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company MAALP, and thereafter repaid to the Company MAALP or discharged from such trust, as provided in Section 11.04) have been delivered to the Trustee for cancellation or cancellation; or (b2) all of Notes delivered to the Notes Trustee for cancellation: (i) have become due and payable, ; (ii) will become due and payable at their Stated Maturity Date within one year or year; or (iii) if redeemable at the option of the CompanyMAALP, are to be called for redemption within one year year, under arrangements satisfactory to the Trustee for and, without limitation to the giving foregoing, MAALP has given the Trustee irrevocable instructions to redeem all Outstanding Notes of such series on a Redemption Date within one year and, unless notice of redemption shall have been previously given to the Holders of the Outstanding Notes of such series as and when required by the Trustee terms of the Notes of such series and this Indenture, to give notice of such redemption, in the name, and at the expenseexpense of MAALP, to the Holders of the CompanyOutstanding Notes as and when required by the terms of the Notes this Indenture, and MAALP, in the Company case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the currency in which the Notes are payable in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for including (A) the principal of, premium, if any, and any premium and interest on and (B) if the amount of any Additional Interest which are or will be payable with respect to Notes is at the time of deposit determinable by MAALP (in the exercise by MAALP of its reasonable discretion), any such Additional Interest with respect to such Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes which have become due and payable) or to the payment thereof at maturity or redemptionMaturity thereof, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2b) the Company and/or the Guarantors have MAALP has paid or caused to be paid all other sums payable under this Indenturehereunder by MAALP with respect to the Outstanding Notes, including the reasonable fees and expenses of the Trustee; and (3c) the Company MAALP has delivered to the Trustee an Officers’ Officer’s Certificate of MAALP and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture as to the Notes have been complied with. Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture with respect to any series of Securities, the Companyobligations of MAALP to the Trustee under Section 7.06, the obligations of the Trustee to any authenticating agent under Section 16.11 and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of the first paragraph of this Section 11.01, the obligations of MAALP and the Trustee with respect to Notes of such series under Sections 2.06, 2.07, 2.08, 4.02, 7.05 and 11.04, shall survive such satisfaction and discharge and remain in full force and effect. In the event that MAALP effects satisfaction and discharge with respect to the Notes in accordance with the foregoing provisions of this Section 11.01, CRLP shall be released from its Subsidiary Guarantees, if any, of the Notes and its other obligations, if any, under this Indenture with respect to the Notes, except that, anything in this Indenture to the contrary notwithstanding, CRLP’s obligations in Article 2 under this Section 11.01, 11.04 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to first sentence of the last third paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations 15.01 shall survive such satisfaction and discharge and remain in Sections 7.07, 9.06 full force and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a serieseffect.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture shall are not to be discharged and shall affected), shall, upon Company Order, cease to be of further effect (and any Guarantees of such series of Securities shall be released) (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes any surviving rights of registration of transfer or exchange of such Securities herein expressly provided for and rights to receive payments of principal of and premium, if any, and interest on such Securities), and the Trustee, on written demand of and at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) either (i) all the Notes theretofore authenticated and delivered (Securities of such series have been authenticated, except lost, stolen or destroyed Notes which Securities that have been replaced or paid as provided in Section 3.07 and Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Company, have been delivered to the Trustee for cancellation or cancellation; or (bii) all Securities of such series that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, expense of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, U.S. Government Obligations, or a combination of cash in U.S. legal tender or dollars and U.S. Governmental Obligations Government Obligations, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such Notes the Securities not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest to Stated Maturity or on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemptionapplicable Redemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2b) the Company and/or the Guarantors have has paid or caused to be paid all other sums payable by it under this IndentureIndenture with respect to such series of Securities; and (3c) in the event of a deposit as provided in clause (a)(ii) above, the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities of such series at Stated Maturity or on the applicable Redemption Date, as the case may be. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture Indenture, if money shall have been complied with. Notwithstanding deposited with the foregoing paragraphTrustee pursuant to clause (a)(ii) of this Section 13.09, the Company’s obligations in Article 2 provisions of the immediately following paragraph and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof 13.07 shall survive. After such delivery or irrevocable depositSubject to the provisions of Section 13.07, all money deposited with the Trustee upon request pursuant to clause (a)(ii) of this Section 13.09 shall acknowledge be held in writing trust and, at the discharge written direction of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant be invested prior to this Article 9 within ten (10) days after deposit of funds or maturity in U.S. Government Obligations. If payment at Stated Maturity of less than all , and applied by the Trustee in accordance with the provisions of the Notes Securities of such series and this Indenture, to the payment, either directly or through any series is Paying Agent as the Trustee may determine, to be provided the Persons entitled thereto, of the principal (and premium, if any) and interest for in the manner and payment of which money has been deposited with the effect provided in this Section 9.01, Trustee; but such money need not be segregated from other funds except to the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified extent required by Section 3.02 for selection for redemption of less than all the Notes of a serieslaw.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged discharged, and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenissued hereunder when either: (1) either (ai) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (bii) all of Notes that have not been delivered to the Notes (i) Trustee or the Registrar for cancellation have become due and payablepayable by reason of the making of a notice of redemption or otherwise, (ii) will become due and payable at their Maturity Date stated maturity within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyTrustee, and the Company has Issuers have irrevocably deposited or caused to be deposited with the Trustee funds (or such other entity designated or appointed (as agent) by it for this purpose) in trust for the benefit of the Holders, cash in an amount of U.S. legal tender Dollars, U.S. Government Obligations or a combination thereof for the U.S. Governmental Dollar Notes, or cash in sterling, U.K. Government Obligations or a combination thereof for the Sterling Notes, in each case, in such amounts as will be sufficient without any reinvestment to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee or the Registrar for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued and unpaid interest on the Notes to to, but excluding, the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in ; (b) no Default or Event of Default shall have occurred and be continuing on the case date of such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the provision for borrowing of funds to be applied to such deposit); (c) the Issuers or a Guarantor have paid or caused to be paid all sums payable by the Issuers under this Indenture; (d) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment or redemption of less than all of the Notes of any seriesat maturity or the redemption date, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenturemay be; and (3e) the Company has Issuers have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withsatisfied. Notwithstanding If requested by the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable depositIssuers, the Trustee upon request shall acknowledge may distribute any amounts deposited in writing trust to the discharge of Holders prior to maturity or the Company’s and each Guarantor’s obligations under redemption date, as the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriescase may be.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall will cease to be of further effect with respect to any Series or Class of Notes (except those obligations referred as to any surviving rights of transfer or exchange of Notes of that Series or Class expressly provided for herein or in the penultimate paragraph form of this Section 9.01) as to all outstanding Notes Note for that Series or Class), and the Indenture Trustee, on written demand of and at the expense of the CompanyIssuer, shall will execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) all the Notes of that Series or Class theretofore authenticated and delivered (except lostother than (i) Notes of that Series or Class which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 6.6, and (ii) Notes of that Series or Class for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such that trust) have been delivered to the Indenture Trustee canceled or for cancellation or have been redeemed in accordance with Article XIII hereof or the applicable Indenture Supplement (in which case, such redeemed Notes shall be deemed to have been canceled notwithstanding any failure to deliver such Notes); (b) with respect to the discharge of this Indenture for each Series or Class the Issuer has paid or caused to be paid all of the Notes sums payable hereunder (including without limitation (i) have become due payments to the Indenture Trustee (in all its capacities) and payable▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) pursuant to Section 11.7 with respect to the Notes or in respect of Fees, (ii) will become any distribution of final payment to the Holders of Definitive Notes upon presentment and surrender of such Definitive Notes at the Corporate Trust Office of the Indenture Trustee, and (iii) any and all amounts payable to each Derivative Counterparty in accordance with the terms of the related Derivative Agreement and any and all other amounts due and payable at their Maturity Date within one year or pursuant to this Indenture (iii) if redeemable at the option including any payments to ▇▇▇▇▇ Fargo Bank, N.A. (in any of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indentureits capacities); and (3c) the Company Issuer has delivered to the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that Series or Class have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 satisfaction and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the this Indenture with respect to any Series or Class of Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Administrator to the Indenture Trustee with respect to any Series or Class of Notes under Section 11.7 and of any series is the Issuer to be provided for in the manner Securities Intermediary under Section 4.9, and with the effect provided in this obligations and rights of the Indenture Trustee under Section 9.017.2 and Section 11.3, the Trustee shall select respectively, will survive such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfaction and discharge.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued hereunder, when: (1) either either: (a1) all the Notes theretofore that have been authenticated and delivered hereunder (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or cancellation; or (b2) all of Notes issued hereunder that have not been delivered to the Notes Trustee for cancellation (ix) have become due and payablepayable (by reason of the mailing of a notice of redemption or otherwise), (iiy) will become due and payable at their Stated Maturity Date within one year or (iiiz) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameTrustee, and at the expense, of the Company, and in each such case the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of U.S. legal tender or U.S. Governmental Obligations sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) no Default or Event of Default (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) will have occurred and be continuing on the date of such deposit or will occur as a result of such deposit, and such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company and/or or any Subsidiary Guarantor is a party or by which the Guarantors have Company or any Subsidiary Guarantor is bound (other than resulting from the borrowing of funds to be applied to make such deposit and any similar and concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (3) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it with respect to the Notes under this Indenture; and (34) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at Stated Maturity or the Redemption Date, as the case may be. In addition, the Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This The Indenture shall will be discharged and shall will cease to be of further effect (except those obligations referred as to surviving rights of registration of transfer or exchange of debt securities and certain rights of the Trustee, as expressly provided for in the penultimate paragraph of this Section 9.01Indenture) as to all outstanding the Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (aA) all of the Notes theretofore authenticated and delivered under the Indenture (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (bB) all of such Notes not theretofore delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) will become due and payable at their Stated Maturity Date within one year year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust funds, in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, of and premium, if any, and interest on the Notes to the date of deposit (in the case of debt securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have has paid all other sums then due and payable under this Indenturesuch Indenture by it; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating Counsel, which, taken together, state that all conditions precedent under this such Indenture relating to the satisfaction and discharge of this such Indenture with respect to the Notes have been complied with. Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 607, 4.12the obligations of the Trustee to any Authenticating Agent under Section 614 and, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof 1003 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, , (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been called for redemption, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be made pursuant to Section 6(c) of the applicable Notes Supplemental Indenture, (x) the amount of money or irrevocable authority U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall have been given be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Trustee Redemption Date, as required by Section 1006, as necessary to give pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X (and Section 6 of each applicable Notes Supplemental Indenture) shall survive such satisfaction and discharge until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof Redemption Date shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a serieshave occurred.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and If at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either any time: (a) the Company shall have delivered to the Trustee for cancellation all the Notes Securities of a series theretofore authenticated and not delivered to the Trustee for cancellation (except lostother than any Securities that shall have been destroyed, lost or stolen or destroyed Notes which and that shall have been replaced or paid as provided in Section 2.07 and Notes Securities for whose payment money has or Governmental Obligations have theretofore been irrevocably deposited in trust or segregated and held in trust by the Company and thereafter thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (b) have been all such Securities of a particular series not theretofore delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has shall irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds the entire amount in trust in an amount of U.S. legal tender moneys or U.S. Governmental Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bankers expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire Indebtedness on such Notes at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, for including principal of, (and premium, if any, ) and interest on the Notes due or to the become due to such date of deposit maturity or date fixed for redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by and if the Company shall also pay or cause to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have be paid all other sums payable under this Indenture; and (3) hereunder with respect to such series by the Company, and if the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding , then this Indenture shall thereupon cease to be of further effect with respect to such series except for the foregoing paragraphprovisions of Sections 2.03, the Company’s obligations in Article 2 and Sections 2.05, 2.07, 4.01, 4.124.02, 7.074.03, 9.06 7.10, 11.05 and 9.07 hereof 13.04 that shall survive until the Notes are no longer outstanding pursuant date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the last paragraph of Section 2.08 hereof. After the Notes are no longer outstandingTrustee, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge on demand of the Company’s Company and each Guarantor’s obligations under at the Notes, cost and expense of the Guarantees Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant with respect to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trusteeissued hereunder, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:when either (1) either (a) all the such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or (b) all of the Notes cancellation; or (i) all such Notes not theretofore delivered to such Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or a Guarantor, has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations money sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, accrued interest and Special Interest, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2ii) no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or a Guarantor, is a party or by which the Company or a Guarantor is bound; (iii) the Company and/or the Guarantors have or a Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (3iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the redemption date, as the case may be. In addition, the Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This The Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, issued hereunder when: (1i) either either: (aA) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or cancellation; or (bB) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of U.S. legal tender or U.S. Governmental Obligations sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument (other than the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company and/or the Guarantors have or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (3iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Company shall deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of or transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation or cancellation; or (b) all of such Notes not theretofore delivered to the Notes Trustee cancelled or for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of in United States dollars, U.S. legal tender Government Obligations, or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding1101(ii), the Company’s obligations in Sections 7.07of the Trustee under Section 1102, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall --------------------------------------- will be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) issued thereunder when either (ai) all the such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or (bii) (A) all of the such Notes (i) not theretofore delivered to such Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations money sufficient to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and interest on the Notes accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption; (B) no Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (C) the Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Notes at maturity or redemptionthe Redemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption. In addition, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This The provisions of this Indenture shall be discharged and shall upon Company Order cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture with respect to the Notes; when (a) either: (1) either (ai) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of U.S. legal tender or U.S. Governmental Obligations sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premiumPrincipal and Liquidated Damages, if any, and accrued interest on the Notes to the date of Maturity; (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture relating to the Notes; (d) the Company has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indentureat Maturity; and (3e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01, 4.12, of the Company to the Trustee under Section 7.07, 9.06 and 9.07 hereof and, if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to clause (a)(ii) of this Section or if money or obligations shall have been deposited with or received by the last paragraph of Trustee pursuant to Section 2.08 hereof. After the Notes are no longer outstanding8.03, the Company’s obligations in of the Trustee under Sections 7.07, 9.06 8.02 and 9.07 hereof 8.05 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either If (a) the Company shall deliver to the Trustee for cancellation all the Notes Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes which shall have been replaced or paid as provided in Section 2.07) and Notes for whose payment money has not theretofore been deposited in trust canceled, or segregated and held in trust by (b) all the Company and thereafter repaid to the Company Securities of such series not theretofore canceled or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has irrevocably deposited or caused to be deposited shall deposit with the Trustee as trust funds in trust in an the entire amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on at maturity or upon redemption all of such Notes Securities not theretofore canceled or delivered to the Trustee for cancellation, for including principal of, premium, if any, and any interest on the Notes due or to the become due to such date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemptionredemption date, as the case may be; provided, however, that and if in the either case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company shall also pay or cause to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have be paid all other sums payable under hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) remaining rights of registration of transfer, conversion, substitution and exchange and the Company's right of optional redemption of Securities of such series, (ii) rights hereunder of holders to receive payments of principal of and any interest on, the Securities of such series, and other rights, duties and obligations of the holders of Securities of such series as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; and (3) the . The Company has delivered hereby agrees to compensate the Trustee an Officers’ Certificate for any services thereafter reasonably and an Opinion of Counsel stating that all conditions precedent under properly rendered and to reimburse the Trustee for any costs or expenses theretofore and thereafter reasonably and properly incurred by the Trustee in connection with this Indenture relating to or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture have been complied with. Notwithstanding with respect to the foregoing paragraphSecurities of any or all series, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until of the Notes are no longer outstanding pursuant Company to the last paragraph of Trustee under Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 7.06 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture and the Outstanding Notes shall be discharged and shall cease to be of further effect (except those obligations referred as to surviving rights of registration of transfer or exchange of Notes, as expressly provided for in the penultimate paragraph of this Section 9.01Indenture) as to all outstanding Notes Outstanding Notes, and the Trustee, on written demand of and at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this IndentureIndenture and the Outstanding Notes, when: (1i) either either (a) all the Notes theretofore previously authenticated and delivered (except lostother than (x) Notes that have been mutilated, destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (y) Notes for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been canceled or delivered to the Trustee for cancellation or cancellation; or (b) all of Notes not previously canceled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, , (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of a redemption notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such the Notes not theretofore previously canceled or delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of such deposit together (in the case of Notes that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be (provided that if such redemption is made pursuant to Section 6(c) of the applicable Notes Supplemental Indenture (or, with respect to Additional Notes other than the Initial Notes, the corresponding redemption provision relating to such Additional Notes), the amount of money or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using the Applicable Premium (as defined in Section 6 of the Notes Supplemental Indenture for the Initial Notes or, in the case of Additional Notes other than the Initial Notes, as defined in the relevant Notes Supplemental Indenture relating to such Additional Notes) calculated as of the date of the applicable redemption notice by the Company in good faith (which such calculation shall be conclusive)); (iii) the Company has paid or caused to be paid all other sums with respect to the Notes then payable hereunder by the Company; (iv) the Company has delivered irrevocable instructions from to the Company Trustee directing the Trustee to apply such funds to the deposited money and/or U.S. Government Obligations, as applicable, toward the payment thereof of the Notes at maturity the Stated Maturity or redemptionon the Redemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3v) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and of the Company and, to the extent requested by the Trustee, an Opinion of Counsel stating Counsel, each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture as to all Outstanding Notes have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii), (iii) and (iv)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12if money shall have been deposited with the Trustee pursuant to Section 1101(ii), 7.07, 9.06 and 9.07 hereof the obligations of the Trustee under Section 1103 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 such satisfaction and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesdischarge.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in and the penultimate paragraph of this Section 9.01) as to all outstanding Liens on the Collateral securing the Notes and the TrusteeSubsidiary Guarantees will be released (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee and the Collateral Agent, as applicable, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this IndentureIndenture and the Liens, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, , (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been called for redemption, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to the third paragraph of Section 1009, (x) the amount of money or irrevocable authority U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall have been given be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Trustee Redemption Date, as required by Section 1006, as necessary to give pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee and the Collateral Agent under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof Redemption Date shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a serieshave occurred.

Satisfaction and Discharge of Indenture. This Indenture Indenture, and the rights of the Trustee and the Holders of the Notes hereunder, shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued thereunder, when: (1) either either: (aA) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation or cancellation; or (bB) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in an amount Euros, non-callable European Government Securities denominated in Euros, or a combination of U.S. legal tender cash in Euros and non-callable European Government Securities denominated in Euros, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or U.S. Governmental Obligations sufficient firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have Issuer or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (3) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing paragraphclauses (1), the Company’s obligations in Article 2 (2) and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series3)).

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenwhen either: (1) either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid as provided in Section 2.07 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or cancellation; or (b) (i) either (A) pursuant to Article 3, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes (i) have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of such notice of redemption by or (B) all Notes not theretofore delivered to the Trustee in the name, for cancellation have become due and at the expense, of the Company, and payable; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in for the purpose an amount of U.S. legal tender or U.S. Governmental Government Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest on the Notes to the date of such deposit; (iii) no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit together with irrevocable instructions from or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company directing the Trustee to apply such funds to the payment thereof at maturity is a party or redemption, as the case may beby which it is bound; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2iv) the Company and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenturehereunder by the Company; and (3v) the Company has delivered to the Trustee (A) irrevocable instructions to apply the deposited money toward payment of the Notes at the maturity or redemption thereof, and (B) an Officers’ ' Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding ; and (vi) that from and after the foregoing paragraphtime of deposit, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof money deposited shall survive until not be subject to the Notes are no longer outstanding rights of holders of Senior Indebtedness pursuant to the last paragraph provisions of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery Article 11 or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series12.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand surviving rights of and at the expense registration of transfer or exchange of the Company, shall execute proper instruments acknowledging satisfaction and discharge of Notes as expressly provided for in this Indenture, ) when: (1) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen Issuer or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes (i) have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust trust, for the benefit of the holders of the Notes, cash in an amount euros, non-callable European Government Obligations, or a combination of U.S. legal tender or U.S. Governmental Obligations sufficient cash in euros and non-callable European Government Obligations, in each case, in such amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on the Notes that have not, prior to such Notes not theretofore time, been delivered to the Trustee for cancellation, for principal of, premium, if any, and any Additional Amounts, if any, and accrued and unpaid interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, howeverand the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the redemption date, that in as the case may be; and either: (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer or the Guarantor, have been delivered to the Trustee for cancellation; or (ii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the provision for payment mailing of a notice of redemption or redemption otherwise or shall become due and payable within one year. (b) no Default or Event of less than all Default has occurred and is continuing on the date of the Notes deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein similar deposit relating to other Debt and, in the case of a redemptioneach case, the notice requisite granting of Liens to secure such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound (other than with respect to the validity borrowing of funds to be applied concurrently to make the deposit required to effect such redemption shall have been given or irrevocable authority shall have been given by satisfaction and discharge and any similar concurrent deposit relating to other Debt, and in each case the Company granting of Liens to the Trustee to give secure such notice, under arrangements satisfactory to the Trusteeborrowings); (2c) the Company and/or Issuer or the Guarantors have Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture; and (3d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Issuer must deliver an Officers’ ' Certificate and an Opinion opinion of Counsel counsel to the Trustee (and the Trustee shall rely on both absolutely) stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of have been satisfied and that such satisfaction and discharge shall not result in a breach or violation of, or constitute a default under, this Indenture have been complied with. Notwithstanding or any other agreement or instrument to which the foregoing paragraph, Guarantor or any Subsidiary is a party or by which the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery Guarantor or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series Subsidiary is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesbound.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and If at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either any time (a) the Company shall have delivered to the Trustee cancelled or for cancellation all the Notes Securities of any Series theretofore authenticated and delivered all unmatured coupons, if any, appertaining thereto (except lostother than any Securities of such Series and coupons appertaining thereto which shall have been destroyed, lost or stolen or destroyed Notes and which shall have been replaced or paid as provided in Section 2.09), or (b) in the case of any Series of Securities where the exact amount (including currency of payment) of principal of and Notes for whose payment money has interest due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee cancelled or for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the nameredemption, and at the expense, of the Company, and (ii) the Company has irrevocably deposited or caused the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in trust in an amount of U.S. legal tender or U.S. Governmental Obligations cash sufficient to pay at maturity or upon redemption all such Securities not theretofore delivered to the Trustee cancelled or for cancellation, including principal (and discharge premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, or (c) in the case of any Series of Securities which have a floating or variable rate of interest that cannot exceed a specified or determinable maximum rate of interest, (i) all the Securities of such Series and all unmatured coupons appertaining thereto, not theretofore delivered to the Trustee cancelled or for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company or the Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire Indebtedness amount in cash sufficient to pay each installment of interest on such Notes Series of Securities not theretofore delivered to the Trustee for cancellation, for cancellation at the applicable specified or determined maximum rate of interest thereon on the dates such installments of interest are due and sufficient to pay the principal of, of (and premium, if any, on) the Securities of such Series not theretofore delivered to the Trustee for cancellation at maturity or upon redemption, but excluding, however, in each of the foregoing cases, the amount of any moneys for the payment of principal of (and premium, if any) or interest on the Notes to Securities (1) theretofore deposited with the date of deposit together with irrevocable instructions from the Company directing Trustee and repaid by the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to in accordance with the Trustee to give such noticeprovisions of Section 8.05, under arrangements satisfactory to the Trustee; or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company and/or or the Guarantors have Guarantor shall also pay or cause to be paid all other sums payable under this Indenture; and (3) hereunder by the Company has delivered or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Trustee an Officers’ Certificate and an Opinion Securities of Counsel stating that all conditions precedent under this Indenture relating such Series (except as to the satisfaction provisions applicable to transfers and discharge exchanges of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 Securities of such Series and Sections 4.01, 4.12, 7.07, 9.06 any coupons appertaining thereto) and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing on demand of and at the discharge cost and expense of the Company’s , shall execute proper instruments acknowledging satisfaction of and each Guarantor’s obligations under the Notes, the Guarantees and discharging this Indenture except for those surviving obligations specified abovewith respect to the Securities of such Series. The Company shall provide notice of discharge or defeasance pursuant agrees to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, reimburse the Trustee shall select such Notes, for any costs or portions expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesSecurities.

Satisfaction and Discharge of Indenture. This Indenture Indenture, and the rights of the Trustee and the Holders of the Notes under the Security Documents, shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued thereunder, when: (1) either (a) either: (i) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the delivery of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. legal tender dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or U.S. Governmental Obligations sufficient firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued interest on the Notes to the date of deposit together with maturity or redemption; (b) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (c) the Issuer has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the redemption date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenturemaybe; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing paragraphclauses (a), the Company’s obligations in Article 2 (b) and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesc)).

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding surviving rights of registration of transfer or exchange of the Notes and the rights and immunities of the Trustee, as set forth in this Indenture, and the Issuer’s and Guarantors’ obligations in connection therewith, in each case, as expressly provided for in this Indenture) and the Trustee, on written demand of and at the expense of the Company, Issuer and upon receipt of an Officers’ Certificate and an Opinion of Counsel as provided in Section 6.1(c) below shall execute proper instruments acknowledging satisfaction and discharge of this Indenturethe same, when: (1) either (a) all the Issuer has irrevocably deposited or caused to be deposited with the Trustee as funds in trust for such purpose an amount in U.S. dollars or U.S. Government Obligations, or a combination thereof in such amounts and at such times as will be sufficient to pay and discharge the entire Indebtedness on the Notes theretofore that have not, prior to such time, been delivered to the Trustee for cancellation, for principal of, premium, if any, and any Additional Amounts and accrued and unpaid interest on the Notes to the date of such deposit (in the case of Notes which have become due and payable) or to the Redemption Date or Maturity Date, as the case may be, and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at the applicable installment date or on the Redemption Date, as the case may be, and either: (i) all Notes that have been authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trusttrust as provided for in this Indenture) have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes Trustee for cancellation (ix) have become due and payablepayable (by reason of the giving of a notice of redemption or otherwise), (iiy) will become due and payable at their the Maturity Date within one year or (iiiz) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name, and at the Issuer’s expense, of ; (b) the Company, and the Company Issuer has irrevocably deposited paid or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than paid all of the Notes of any series, such Notes or portions thereof shall have been selected sums payable by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable Issuer under this Indenture; and (3c) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that that: (i) all conditions precedent under provided in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding satisfied; and (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute an Event of Default under, this Indenture or any other agreement or instrument to which the foregoing paragraphParent Guarantor, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until Issuer or any Restricted Subsidiary is a party or by which the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstandingParent Guarantor, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery Issuer or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series Restricted Subsidiary is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesbound.

Satisfaction and Discharge of Indenture. This Indenture shall will --------------------------------------- be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) issued thereunder when either (ai) all the such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or (bii) (A) all of the such Notes (i) not theretofore delivered to such Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations money sufficient to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and interest on the Notes accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption; (B) no Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (C) the Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of such Notes at maturity or redemptionthe Redemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption. In addition, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, Trustee on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture, Indenture when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, , (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been called for redemption, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to the third paragraph of Section 1009, (x) the amount of money or irrevocable authority U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall have been given be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Trustee Redemption Date, as required by Section 1006, as necessary to give pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof Redemption Date shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a serieshave occurred.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand surviving rights of and at the expense registration of transfer or exchange of the Company, shall execute proper instruments acknowledging satisfaction and discharge of Notes as expressly provided for in this Indenture, ) and all Liens securing the Notes shall be released when: (1a) either the Issuer has irrevocably deposited or caused to be deposited with the Trustee as funds in trust for such purpose an amount in Euro and/or European Government Obligations (aif applicable, in combination with Qualified Interest Rate Agreements) that through the payment of interest and principal (in respect of such cash or European Government Obligations) or other amounts (in respect of such Qualified Interest Rate Agreements) shall provide funds (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as shall be sufficient to pay and discharge the entire Debt on such Notes that have not, prior to such time, been delivered to the Trustee for cancellation, for principal of, premium, if any, and any Additional Amounts and accrued and unpaid interest, if any, on the Notes to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be and the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of Notes at Maturity or on the redemption date, as the case may be and either: (i) all the Notes theretofore that have been authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trusttrust as provided for in this Indenture) have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes Trustee for cancellation (iI) have become due and payablepayable (by reason of the mailing of a notice of redemption or otherwise), (iiII) will shall become due and payable at their Stated Maturity Date within one year or (iiiIII) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, Issuer’s name and at the Issuer’s expense, of ; and (b) the Company, and the Company Issuer has irrevocably deposited paid or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than paid all of the Notes of any series, such Notes or portions thereof shall have been selected sums payable by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable Issuer under this Indenture; and (3c) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel acceptable to the Trustee, each stating that that: (i) all conditions precedent under provided in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphsatisfied; and (ii) such satisfaction and discharge shall not result in a breach or violation of, the Company’s obligations in Article 2 and Sections 4.01or constitute a default under, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant any other agreement or instrument to this Article 9 within ten (10) days after deposit of funds which the Issuer or U.S. Government Obligations. If payment at Stated Maturity of less than all of any Subsidiary is a party or by which the Notes of Issuer or any series Subsidiary is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesbound.

Satisfaction and Discharge of Indenture. This Indenture and the rights of the holders of the Notes shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indentureissued thereunder, when: (1) either (a) either: (i) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes Trustee for cancellation (iA) have become due and payablepayable by reason of the delivery of a notice of redemption or otherwise, (iiB) will become due and payable at their Maturity Date within one year year, or (iiiC) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuer, and in each case, the Company Issuer or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. legal tender dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or U.S. Governmental Obligations sufficient firm of independent public accountants (with respect to any non-callable Government Securities), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued interest on the Notes to the date of deposit together maturity or redemption; provided that, upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deficit is in fact paid); (b) the Issuer or the Guarantor has paid or caused to be paid all sums payable by it with respect to the Notes under this Indenture; (c) the Issuer has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the redemption date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing paragraphclauses (a), the Company’s obligations in Article 2 (b) and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriesc)).

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes issued hereunder, except for Sections 7.07 and 8.05(b) hereof, which shall survive the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:when either (1) either (a) all the such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or (b) all of the Notes cancellation; or (i) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Company, Company and the Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, in trust, funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations sufficient to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, of (and premium, if any, on) and interest on the Notes and Liquidated Damages, if any, to the date of deposit together with irrevocable instructions from maturity or date of redemption, (ii) the Company directing the Trustee has paid or caused to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than be paid all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given sums payable by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; , and (3iii) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore previously cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to Section 1001(c), (x) the amount of money or irrevocable authority shall have been given by U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the Trustee date of such deposit, and (y) the Company must irrevocably deposit or cause to give be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof Redemption Date shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a serieshave occurred.

Satisfaction and Discharge of Indenture. (a) This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.019.01(c)) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either (a) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation or cancellation, or (b2) (a) all of Notes not delivered to the Notes Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable at their Maturity Date payable, or may be called for redemption, within one year or (iii) if redeemable at the option of the Company, are to be have been called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, paragraph 5 of the CompanyNotes and, and in any case, the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee funds as trust funds, in trust in an amount solely for the benefit of the Holders, U.S. legal tender tender, U.S. Government Obligations or U.S. Governmental Obligations a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (including all principal and accrued interest and Liquidated Damages, if any) on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any(b) the Issuer has paid all other sums payable by it under this Indenture, and interest on (c) the Notes to the date of deposit together with Issuer has delivered irrevocable instructions from the Company directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or on the date of redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption. (b) In addition, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee Issuer must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. . (c) Notwithstanding the foregoing paragraphSection 9.01(a), the CompanyIssuer’s obligations in Article 2 and Sections 4.01, 4.124.07, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the CompanyIssuer’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. . (d) After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the CompanyIssuer’s and each Guarantor’s obligations under the Notes, the Note Guarantees and this Indenture except for those surviving obligations specified above. . (e) The Company Issuer shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity stated maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) issued thereunder when either (ai) all the such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation cancellation; or (bii) (A) all of the such Notes (i) not theretofore delivered to such Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust in an amount of U.S. legal tender or U.S. Governmental Obligations money sufficient to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and interest on the Notes accrued and unpaid interest, Additional Amounts, if any, and Liquidated Damages, if any, to the date of maturity or redemption; (B) no Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (C) the Company has paid, or caused to be paid, all sums payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to give the notice of redemption and apply such funds to the deposited money toward the payment thereof of such Notes at maturity or redemptionthe Redemption Date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption. In addition, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Company has delivered to the Trustee must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a seriessatisfied.

Satisfaction and Discharge of Indenture. This The provisions of this Indenture shall be discharged and shall upon Company Order cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, Indenture with respect to the Notes; when (a) either: (1) either (ai) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation or cancellation; or (bii) all of Notes that have not been delivered to the Notes (i) Trustee for cancellation have become due and payable, (ii) payable by reason of the making of a notice of redemption or otherwise or will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in an amount U.S. dollars, U.S. dollar-denominated non-callable Government Securities, or a combination thereof, in the case of U.S. legal tender Dollar Notes, and cash in euro, euro-denominated non-callable Government Securities or U.S. Governmental Obligations a combination thereof, in the case of Euro Notes, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premiumPrincipal and Additional Interest, if any, and accrued interest on the Notes to the date of Maturity; (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit together with or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (d) the Company has delivered irrevocable instructions from the Company directing to the Trustee under this Indenture to apply such funds to the deposited money toward the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indentureat Maturity; and (3e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01, 4.12, of the Company to the Trustee under Section 7.07, 9.06 and 9.07 hereof and, if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to clause (a)(ii) of this Section or if money or obligations shall have been deposited with or received by the last paragraph of Trustee pursuant to Section 2.08 hereof. After the Notes are no longer outstanding8.03, the Company’s obligations in of the Trustee under Sections 7.07, 9.06 8.02 and 9.07 hereof 8.05 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on written demand a series of and Securities issued hereunder if at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, whenany time: (1) either (a) either (i) the Company shall have delivered or shall have caused to be delivered to the Trustee for cancellation all the Notes Securities of a series theretofore authenticated (other than any Securities that shall have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes which that shall have been replaced or paid as provided in Section 2.07 and Notes Securities for whose payment money has funds or Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter thereupon repaid to the Company or discharged from such trust, as provided in Section 11.06); or (ii) have been all such Securities of a particular series not theretofore delivered to the Trustee for cancellation or (b) all of the Notes (i) shall have become due and payable, (ii) will payable or are by their terms to become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyredemption, and the Company has shall irrevocably deposited deposit or caused cause to be deposited with the Trustee funds in as trust in an amount of U.S. legal tender funds, cash or U.S. Governmental Obligations that will generate enough cash, or a combination thereof sufficient to pay and discharge the entire Indebtedness on in Dollars (except as otherwise provided pursuant to Section 2.01) at maturity or upon redemption all Securities of such Notes series not theretofore delivered to the Trustee for cancellation, for principal ofincluding principal, premium, if any, and interest due or to become due on the Notes to the such date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemptionredemption date, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2b) the Company and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenturehereunder by the Company with respect to such series; and (3c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been complied with. Notwithstanding Nothing in this Section 11.02 shall be deemed to discharge the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof following provisions that shall survive until the Notes are no longer outstanding pursuant date of maturity or redemption date, as the case may be: (A) the rights of Holders of Securities of such series to receive, solely from the last paragraph trust fund described in Section 11.03(c) and as more fully set forth in such Section, payments in respect of Section 2.08 hereof. After the Notes are no longer outstandingprincipal of and any premium and interest on such Securities when due, (B) the Company’s obligations in obligation with respect to such Securities under Sections 7.072.03, 9.06 2.04, 2.05, 2.07, 4.02, 4.03, 7.05 and 9.07 hereof shall survive. After such delivery or irrevocable deposit7.10 hereof, (C) the rights, powers, trusts, duties and immunities of the Trustee upon request hereunder and (D) this Article XI. Sections 7.06 and 11.06 shall acknowledge in writing survive to such date and thereafter, and the discharge Trustee, on demand of the Company’s Company and each Guarantor’s obligations under at the Notes, cost and expense of the Guarantees Company shall execute proper instruments acknowledging satisfaction of and discharging this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant with respect to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, or (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and , (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of U.S. legal tender money or U.S. Governmental Obligations Government Obligations, or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; providedbe (provided that if such redemption is made pursuant to Section 1001(c), however, (x) the amount of money or U.S. Government Obligations or a combination thereof that in the case Company must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the provision for payment or redemption date of less than all of the Notes of any seriessuch deposit, such Notes or portions thereof shall have been selected as calculated by the Trustee as provided herein andCompany, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Trustee Redemption Date, as required by Section 1006, as necessary to give pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating Counsel, each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture, the Company’s obligations in Article 2 and Sections 4.01of the Company to the Trustee under Section 707 and, 4.12, 7.07, 9.06 and 9.07 hereof if money shall survive until have been deposited with the Notes are no longer outstanding Trustee pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding1101(ii), the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1102 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This With respect to the Notes of any series, this Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes of such series herein expressly provided for), and the Trustee, on written demand of and at the expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction and discharge of the Outstanding Notes of such series and this Indenture, when: (1i) either either: (a) all the Notes of such series theretofore authenticated and delivered (except lostother than (i) Notes of such series that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all such Notes of such series not theretofore cancelled or delivered to the Notes Trustee for cancellation: (i1) have become due and payable, ; (ii2) will become due and payable at their Stated Maturity Date within one year year; or (3) have been called for redemption or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations, or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case if such redemption is made pursuant to Section 6(d) of the provision for payment applicable Notes Supplemental Indenture, (x) the amount of money or redemption of less than all U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity date of such redemption shall have been given or irrevocable authority shall have been given deposit, as calculated by the Company in good faith (which calculation shall be conclusive), and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Trustee Redemption Date, as required by Section 1004, as necessary to give pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company with respect to the Outstanding Notes of such series; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate of the Company and an Opinion of Counsel stating Counsel, each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding , provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing paragraphclauses (i), (ii) and (iii)). In the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes event there are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any two or more series is to be provided for in the manner and with the effect provided in this Section 9.01hereunder, the Trustee shall select be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Notes of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Notes, or portions or principal amount thereofthe obligations of the Company to the Trustee under Section 707 and, in if money shall have been deposited with the manner specified by Trustee pursuant to Section 3.02 for selection for redemption 1101(ii), the obligations of less than all the Notes of a seriesTrustee under Section 1103 shall survive such satisfaction and discharge.

Satisfaction and Discharge of Indenture. This The obligations of the Company and the Guarantors under this Indenture shall be discharged and shall will cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding Notes issued hereunder, except for Sections 7.07 and 8.05(b) hereof, which shall survive the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) when either (a) all the such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes cancellation; or (i) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable, (ii) will become due and payable at their Maturity Date within one year or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the Company, Company and the Company has irrevocably deposited or caused to be deposited with the Trustee funds Trustee, in trust trust, funds, non-callable Government Securities or a combination thereof, in an amount sufficient in the opinion of U.S. legal tender or U.S. Governmental Obligations sufficient a nationally recognized firm of independent public accountants to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, of (and premium, if any, on) and interest on the Notes interest, to the date of deposit together with irrevocable instructions from maturity or date of redemption, (ii) the Company directing the Trustee has paid or caused to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, however, that in the case of the provision for payment or redemption of less than be paid all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given sums payable by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; (2) the Company and/or the Guarantors have paid all other sums payable under this Indenture; , and (3iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08 hereof. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.

Satisfaction and Discharge of Indenture. This The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect (except those obligations referred to in the penultimate paragraph of this Section 9.01) as to all outstanding any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, Trustee on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture, Indenture when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lostother than (i) Notes that have been destroyed, lost or stolen or destroyed Notes which and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee for cancellation or cancellation; or (b) all of such Notes not theretofore cancelled or delivered to the Notes Trustee for cancellation (i1) have become due and payable, , (ii2) will become due and payable at their Stated Maturity Date within one year year, or (3) have been called for redemption, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and ; (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount of money, U.S. legal tender Government Obligations or U.S. Governmental Obligations a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such the Notes not theretofore previously cancelled or delivered to the Trustee for cancellation, for principal of, (and premium, if any, ) and interest on the Notes to the date of such deposit together with irrevocable instructions from (in the Company directing the Trustee to apply such funds case of Notes that have become due and payable), or to the payment thereof at maturity Stated Maturity or redemptionRedemption Date, as the case may be; provided, however, be (provided that in the case of the provision for payment or redemption of less than all of the Notes of any series, such Notes or portions thereof shall have been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of if such redemption shall have been given be pursuant to the “make-whole” provisions of Section 1009, (x) the amount of money or irrevocable authority U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall have been given be determined using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Trustee Redemption Date, as required by Section 1006, as necessary to give pay the Applicable Premium as determined on such notice, under arrangements satisfactory to the Trusteedate); (2iii) the Company and/or the Guarantors have has paid or caused to be paid all other sums then payable under this Indenturehereunder by the Company; and (3iv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under provided for in this Indenture Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). Notwithstanding the foregoing paragraphsatisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee under Section 707 and, if money shall have been deposited with the Trustee pursuant to Section 1101(ii), the Company’s obligations in Article 2 and Sections 4.01, 4.12, 7.07, 9.06 and 9.07 hereof of the Trustee under Section 1103 shall survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other provisions of Article X shall survive such satisfaction and discharge until the Notes are no longer outstanding pursuant to the last paragraph of Redemption Date shall have occurred. Section 2.08 hereof1102. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.07, 9.06 and 9.07 hereof shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and each Guarantor’s obligations under the Notes, the Guarantees and this Indenture except for those surviving obligations specified above. The Company shall provide notice of discharge or defeasance pursuant to this Article 9 within ten (10) days after deposit of funds or U.S. Government Obligations. If payment at Stated Maturity of less than all of the Notes of any series is to be provided for in the manner and with the effect provided in this Section 9.01, the Trustee shall select such Notes, or portions or principal amount thereof, in the manner specified by Section 3.02 for selection for redemption of less than all the Notes of a series.[Reserved]