Common use of Satisfaction and Discharge of Indenture Clause in Contracts

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or and any right to receive Additional Amounts, as provided in the form of Security for such seriesSection 10.10), and the Indenture Trustee, on upon receipt of a Company Request Order, and at the expense of the Company, shall execute proper instruments in form and substance reasonably satisfactory to the Indenture Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such series, series when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.05, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.06, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 11.06, and (iiiv) Securities and coupons of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Indenture Trustee for cancellation; or (B) all such Securities of that such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore canceled or delivered to the Indenture Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Company, . and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Indenture Trustee as trust funds in trust for the purpose an amount in the Required Currency currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore canceled or delivered to the Indenture Trustee for cancellation, for principal (and premium, if any) and interest interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect as to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Indenture Trustee with respect to that series and any predecessor Indenture Trustee under Section 6.7 shall survive and 6.06, the obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with and held by the Indenture Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Indenture Trustee under Section 4.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of the Securities of such series expressly provided for herein or in the form of Security for such any series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) eitherEither (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or, if applicable, a Subsidiary Guarantor, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) any premium and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be;; and (ii2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and has delivered irrevocable instructions to the Trustee to apply the deposited amounts to the payment of such Securities at Stated Maturity or redemption, as applicable: the Subsidiary Guarantors with respect to the Securities of such series; and (iii3) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred on the date of deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instruments to which the Company is a party or to which it is bound; and (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with; and (5) no event or condition shall exist on the date of such deposit that, pursuant to the provisions of Section 16.02 or 16.03, would prevent the Company from making payments of the principal of or interest on the Securities of such series on the date of such deposit. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.07, any surviving rights of conversion, the obligations of the Company and to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 4.02 and 10.3 the last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such a series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to Securities of such series, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or; (B) with respect to all such Outstanding Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the purpose an amount benefit of the Holders of Outstanding Securities for that purpose, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will, together with the Required Currency income to accrue thereon, without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, cancellation for principal of, premium (and premium, if any) and interest on or any Additional Amounts with respect to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or any Redemption DateDate contemplated by the penultimate paragraph of this Section 4.01, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; and; (iii3) the Company has complied with any other conditions specified pursuant to Section 3.01 to be applicable to the discharge of Securities of such series pursuant to this Section 4.01; (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Outstanding Securities of such series have been complied with. Notwithstanding ; (5) if the conditions set forth in subclause (A) of clause (1) of Section 4.01 have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred; and (6) no Default or Event of this Indenture Default with respect to the Securities of such issue shall have occurred and be continuing on the date of any series such deposit or, in so far as clause (5) or (6) of SecuritiesSection 5.01 is concerned, at any time in the obligations period ending on the 91st day after the date of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is deposit (it being understood that this condition shall not be deemed satisfied until the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series expiration of Securitiessuch period).

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of the Securities of such series expressly provided for herein or in the form of Security for such any series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) eitherEither (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or, if applicable, a Subsidiary Guarantor, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) any premium and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and has delivered irrevocable instructions to the Trustee to apply the deposited amounts to the payment of such Securities at Stated Maturity or redemption, as applicable: the Subsidiary Guarantors with respect to the Securities of such series; and (iii3) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred on the date of deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instruments to which the Company is a party or to which it is bound; and (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.07, any surviving rights of conversion, the obligations of the Company and to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 4.02 and 10.3 the last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i1) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee canceled or for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee canceled or for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.53.05, 3.63.06, 4.24.02, 10.2 10.02 and 10.3 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to (i) any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights, duties and obligations of the form Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (iii) remaining obligations of Security for such seriesthe Company to make Mandatory Sinking Fund Payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such seriesany series of Securities, when: (i1) either (Aa) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (Bb) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or, (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (i) money in dollars in an amount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable currency), (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in this subparagraph, money in an amount, or (iii) a combination thereof, sufficient, in the Required Currency sufficient opinion of a nationally recognized investment banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) if all series of Securities are being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07, and, if money shall survive and have been deposited with the Trustee pursuant to Subclause (1)(b) of this Section 4.01, the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5next to last paragraph of Section 10.03, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture (A) If at any time (i) the Company shall cease have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of any series of Securities Outstanding hereunder and all unmatured Coupons appertaining thereto (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of other than Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 2.09) as and (ii) Securities of such series for whose payment money in when the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) same shall have become due and payable, or or (2ii) will the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (b) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any Paying Agent to the Company in accordance with Section 11.04), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such Maturity or upon such redemption, as the case may be, or (iii) 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 (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefore (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 4.03 and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the name, and at Securities of such series. (B) The following provisions shall apply to the expense, Securities of each series unless specifically otherwise provided in an Officer's Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Company, and Indenture pursuant to the Companynext preceding paragraph, in the case of any series of Securities the exact amounts (1including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (a) below, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the Coupons appertaining thereto on the date of the deposit referred to in clause (a) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (2iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, (vi) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the obligations of the Company under Section 4.03 and the Trustee, at the expense of the Company, shall at the Company's request, execute proper instruments acknowledging the same, if (a) with reference to this provision the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be made in United States Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) 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 (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (b) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound; (c) the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the IRS a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series and Coupons appertaining thereto 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; and (d) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. (C) The Company shall be released from its obligations under Sections 4.02 and unless otherwise provided for in the Board Resolution, Officer's Certificate or Indenture supplemental hereto establishing such series of Securities, from all covenants and other obligations referred to in Section 2.03(18) or 2.03(20) with respect to such series of Securities, and any Coupons appertaining thereto, outstanding on and after the date the conditions set forth below are satisfied (3hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of any series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection C of this Section 11.01: (a) above, The Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in of making the Required Currency sufficient to pay following payments, specifically pledged as security for, and discharge dedicated solely to, the entire indebtedness on such benefit of the holders of the Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit series and coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which have become may only be made in United States Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) 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 (a) the principal and interest on all Securities of such series and Coupons appertaining thereof and (b) any mandatory sinking fund payments on the day on which such payments are due and payable), or to payable in accordance with the Stated Maturity or Redemption Date, as terms of the case may beIndenture and the Securities of such series; (iib) the Company has paid No Event of Default or caused to be paid all other sums payable hereunder by the Company event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such series; anddeposit; (iiic) Such covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 7.08 and for purposes of the Trust Indenture Act with respect to any securities of the Company; (d) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company has is a party or by which it is bound; (e) Such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the Exchange Act to be delisted; (f) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate and Opinion of Counsel to the effect that the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for United States Federal income tax purposes as a result of such covenant defeasance and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (g) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of covenant defeasance contemplated by this Indenture with respect to the Securities of such series provision have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Except as set forth below, this Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders and any right to receive Additional Amounts, as provided in the form of Security for such seriesSection 10.04), and the Trustee, on upon receipt of a Company Request Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, series when: (a) either (i) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation:such series (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, solely for the purpose benefit of the Holders, an amount in the Required Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (iib) the Company has irrevocably paid or caused to be irrevocably paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iiic) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect as to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series and any predecessor Trustee under Section 6.7 shall survive and 6.06, the obligations of the Company and to any Authenticating Agent under Section 6.12 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 4.02 and 10.3 the last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under any termination of this Section 4.1 to satisfy and discharge the Indenture with respect to all series of SecuritiesIndenture.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in the form of Security for such seriesseries and any right to receive additional amounts), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (a) either (i) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 2.7 and (ii) Securities of such series for whose payment money in the Required Currency cash, Governmental Obligations or a combination thereof 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 10.3Sections 12.5 and 12.6) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation:, or (1A) have become due and payablepayable by reason of the mailing of a notice of redemption or otherwise, or (2B) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2A) or (3B) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for specifically pledged as security for, and dedicated solely to, the purpose an benefit of the Securityholders of the Securities of that series, cash in U.S. dollars, Governmental Obligations or a combination thereof in such amount in the Required Currency sufficient as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or the Redemption Date, as the case may be; (iib) in respect of clause (a)(ii), no Event of Default has occurred and is continuing on the date of deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other indebtedness and, in each case, the granting of certain liens to secure such borrowing); (c) the Company or any guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iiid) the Company has delivered irrevocable instructions to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of under this Indenture with respect to apply the Securities deposited money towards the payment of such series have been complied withthe notes at maturity or on the redemption date, as the case may be. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitiessuch series, the obligations of the Company to the Trustee with respect to that such series under this Section 6.7 shall survive 11.1 and Sections 7.6 and 7.10, the obligations of the Company and to any Authenticating Agent under Section 2.10, and, if cash, Governmental Obligations or a combination thereof shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Sections 3.5Section 11.2, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i1) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee canceled or for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee canceled or for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.53.05, 3.63.06, 4.24.02, 10.2 10.02 and 10.3 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to (a) If at any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: time (i) either the Issuer or the Guarantor shall have paid or caused to be paid the principal of and interest on (Aand any Additional Amounts payable in respect thereof) all the Securities Outstanding of a series, as and when the same shall have become due and payable, or (ii) the Issuer or the Guarantor shall have delivered to the Paying Agent for cancellation all Securities of that a series theretofore authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and (ii) 3.07 or Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or the Guarantor or discharged from such trust, as provided in Section 10.36.03 and Section 12.04) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Companyif, in any such case, the case of (1), (2) Issuer or (3) above, has irrevocably deposited the Guarantor shall also pay or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused cause to be paid all other sums payable hereunder under this Indenture with respect to all Securities of such series by the Company Issuer or the Guarantor, then this Indenture shall cease to be of further effect with respect to the Securities of such series; and (iii) , and the Company has delivered to Trustee, on Request of the Trustee Issuer or the Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to the Securities of such series have been complied with. series. (b) Notwithstanding the satisfaction and discharge of this Indenture Indenture, if money shall have been deposited with respect the Trustee pursuant to any series clause (i) of SecuritiesSection 12.02(a), the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive 12.07 and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 Section 6.03(e) shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This SECTION 6.1. Satisfaction and discharge of Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Debt Securities of such series expressly provided any series. If (a) the Company shall deliver to the Trustee for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) cancellation all Debt Securities of that any series theretofore authenticated and delivered (other than (i) any such Debt Securities of such series which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other such Debt Securities shall have been replaced authenticated and delivered or paid as provided in Section 3.6, and (ii) Debt Securities of such series for whose payment money in (or other form of payment if permitted by the Required Currency terms of such Debt Securities) has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 10.36.3) and not theretofore cancelled, or (b) the Company shall irrevocably deposit (subject to Section 6.3) with the Trustee or Paying Agent as trust funds the entire amount in cash or U.S. Government Obligations sufficient to pay at maturity or upon redemption all of the Debt Securities of such series (other than any Debt Securities which shall have been canceled destroyed, lost or stolen and in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered to the Trustee or Debt Securities for cancellation; or whose payment money (B) all such Securities or other form of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption payment if permitted by the Trustee terms of such Debt Securities) has theretofore been held in the name, trust and at the expense, of thereafter repaid to the Company, and the Company, as provided in the case of (1), (2Section 6.3) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled paid, surrendered or delivered to the Trustee for cancellation, for principal (and including the principal, premium, if any) , and interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable), maturity or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (ii) , and if in either case the Company has paid shall also pay or caused cause to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii) and the Company has delivered shall deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that in the opinion of the signers all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Debt Securities of such series have been complied withwith (and, in the event that such deposit shall be made more than one year prior to the maturity of the Debt Securities of such series, such Opinion of Counsel shall also state that such deposit will not result in an obligation of the Company, the Trustee or the trust fund created by such deposit to register as an investment company under the Investment Company Act of 1940, as amended) and a certificate (upon which the Trustee may rely) of a firm of independent public accounts of recognized national standing selected by the Board of Directors (who may be the regular accountants employed by the Company) stating that the cash, if any, and U.S. Government Obligations, if any, deposited as set forth above are sufficient to pay at maturity or upon redemption all of the Debt Securities of such series as set forth above, then, except with respect to the remaining rights of conversion of any Debt Securities the terms of which provide for conversion (which shall continue in full force and effect pursuant to the terms set forth in Article XIII to the extent provided for in such terms) or to rights of exchange or registration of transfer or of the Company's right of optional redemption of any Debt Securities of such series, this Indenture shall cease to be of further effect with respect to the Debt Securities of such series, and the Trustee, on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Debt Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series the Debt Securities of Securitiessuch series, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Guarantors to the Trustee under Sections 3.5Section 11.2 shall survive, 3.6and if moneys or U.S. Government Obligations shall have been irrevocably deposited with the Trustee or Paying Agent pursuant to clause (b) of this Section, 4.2the obligations of the Trustee under Section 6.2 and the first paragraph of Section 6.3 shall survive. In order to have money available on a payment date to pay the principal of, 10.2 premium, if any, or interest, if any, on the Debt Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Such U.S. Government Obligations shall not be callable at the issuer's option. SECTION 6.2. Deposits for payment or redemption of Debt Securities to be held in trust. Subject to the provisions hereinafter contained in this Article VI, any moneys or U.S. Government Obligations (or other form of payments if permitted by the terms of such Debt Security) which at any time shall be deposited by the Company, or on its behalf with the Trustee or Paying Agent, for the purpose of paying or redeeming any of the Debt Securities of any series shall be held in trust and 10.3 shall survive applied by the Trustee to the payment to the holders of the particular Debt Securities for the payment or redemption of which such satisfaction moneys (or other form of payments if permitted by the terms of such Debt Security) have been deposited, of all sums due and discharge. It is understood that to become due thereon for principal, premium, if any, and interest, upon presentation and surrender of such Debt Securities at the office or agency of the Company may also elect maintained as provided in this Indenture. Neither the Company nor the Trustee (except as provided in Section 11.2) nor any Paying Agent shall be required to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiespay interest on any moneys so deposited.

Satisfaction and Discharge of Indenture. This Indenture shall upon a Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2except, Article XI and as to any surviving rights of conversion or registration of transfer transfer, exchange or exchange conversion of Securities of such series herein expressly provided for herein or in the form of Security for such seriesseries and any rights to receive payment of interest thereon), and the Trustee, on receipt demand of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (ia) either (Ai) all Securities of that such series theretofore authenticated and delivered (other than (iA) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.09, and (iiB) Securities of such series for whose payment money in the Required Currency has theretofore been (x) deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.34.03(c) or (y) paid to any State or the District of Columbia pursuant to its unclaimed property or similar laws) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity stated maturity within one year, or (3C) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1A), (2B) or (3C) above, has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for the purpose an purpose, money in the amount in the Required Currency currency or currency units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesSecurities; and (iiic) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 and, if money shall survive and have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of this Section, the obligations of the Company Trustee under Section 13.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 4.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of the Securities of such series expressly provided for herein or in the form of Security for such any series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.6 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or, if applicable, a Subsidiary Guarantor, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount in the Required Currency sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) any premium and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company or a Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Subsidiary Guarantors with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.7, the obligations of the Company and with respect to the Trustee Securities of such series under Sections 3.4, 3.5, 3.6, 4.2, 10.2 and 10.3, any surviving rights of conversion, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Upon Company Request, this Indenture shall cease to be of further effect effect, including the provisions of Article XVI, with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of the Securities of such series expressly provided for herein or in the form of Security for such a particular series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesSecurities, when: (i1) either: (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, ; and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (x) money in an amount amount, (y) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (z) a combination thereof, sufficient, without reinvestment of interest earned thereon, in the Required Currency sufficient opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be;; and (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesSecurities; and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of a particular series, the obligations of the Company to the Trustee under Section 6.07, the obligations, if any, of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03, in each case with respect to such Securities, shall survive such satisfaction and discharge. Notwithstanding the cessation, termination and discharge of all obligations, covenants and agreements of the Company under this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive 6.07 and the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all such series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.215.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be;be; (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; series; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Order of the Issuer cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in the form for, and any right to receive Additional Amounts) with respect to a series of Security for such series)Securities, and the Trustee, on receipt of a Company Request and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to with respect of such seriesseries of Securities, when: (i) either (A1) all Securities of that such series theretofore authenticated and delivered (other than (iA) Securities of such series represented by Security Certificates which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.62.7, and (iiB) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company Issuer or the Guarantor and thereafter repaid to the Company Issuer or the Guarantor, as the case may be, or discharged from such trust, as provided in Section 10.3) have been canceled or delivered to the Trustee for cancellation; or (B2) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1A) have become due and payable, ; or (2B) will become due and payable at their Stated Maturity within one year, ; or (3C) 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, Issuer; and the CompanyIssuer or the Guarantor, in the case of clause (12) (A), (2B) or (3C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the this purpose money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities of such series not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) any premium and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company Issuer or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesIssuer; and (iii) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the their satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company Issuer and the Guarantor to the Trustee with respect to that series under Section 6.7 shall survive and 6.7, the obligations of the Company and Issuer to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to Section 4.3 below or Subsection (i)(B) above, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 4.2 and 10.3 Section 10.3(e) shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.215.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiesseries.

Satisfaction and Discharge of Indenture. This Upon the direction of the Company in an Officer’s Certificate, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Officer’s Certificate (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or and any right to receive Additional Amounts, as provided in the form of Security for such seriesSection 10.04), and the Trustee, on receipt of a Company Request and an Officer’s Certificate, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.07, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that such series thereto not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one yearyear and such Securities are not convertible into other Securities, or (3iii) if redeemable at the option of the Company, such Securities are not convertible into other Securities and are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose purpose, a sum of money in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest interest, or any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect as to the Securities of such series have been complied with. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 and, if money shall survive and have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged with respect of the Debt Securities of any series and will cease to be of further effect with respect as to any series of all Debt Securities issued thereunder, when either (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of a) all Debt Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) except lost, stolen or destroyed Debt Securities of such series which have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6, and (ii) Debt Securities of such series for whose payment money in the Required Currency 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 10.3Company) have been canceled or delivered to the Trustee for cancellation; or or (Bb)(i) all such Debt Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation have become due and payable, or (2) payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount of money in the Required Currency U.S. dollars or U.S. Government Securities or any combination thereof sufficient to pay and discharge the entire indebtedness on the Debt Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, cancellation for principal (and premium, if any) accrued and unpaid interest 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 (or shall occur as a result of such deposit and such deposit will not result in the case of Securities which have become due and payable)a breach or violation of, or constitute a default under, any other instrument to which the Stated Maturity Company is a party or Redemption Date, as the case may be; by which it is bound; (iiiii) the Company has paid or caused to be paid all other sums payable hereunder by the Company it with respect to the Debt Securities of such seriesseries under this Indenture; and and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Debt Securities of such series at maturity or the Redemption Date, as the case may be. In addition, with respect to clause (b) of the preceding sentence, the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each Counsel, stating that all conditions precedent specified herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any as to surviving rights of conversion or registration of transfer or exchange of Securities of such series series, as expressly provided for herein or in this Indenture and the form of Security for such series), and upon payment of all amounts due the Trustee under Section 5.6, the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, series when: (ia) either (Ai) all Securities of that series theretofore authenticated and delivered (other than (iA) Securities of such that series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 2.9 and (iiB) Securities of such that series for whose payment money or United States governmental obligations of the type described in clause (a) of the Required Currency definition of Cash Equivalents whose maturity is not later than the Stated Maturity of principal of and remaining interest on such Securities has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.39.3) have been canceled or delivered to the Trustee for cancellation; , or (Bii) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity within one year, or (3C) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1ii)(A), (2ii)(B) or (3ii)(C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency currency in which the Securities of such series are denominated sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be, together with 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; (iib) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iiic) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating satisfactory in form to the Trustee, which, taken together, state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 5.6 shall survive and and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a)(i) of this Section, the obligations of the Company Trustee under Section 3.2 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 9.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture If (a) the Company shall cease deliver to be of further effect with respect to any series of Securities (except the Trustee for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) cancellation all Securities of that any series theretofore authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.62.7) and not theretofore canceled, and or (iib) all the Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) will or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or 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, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited Company shall deposit with the Trustee as trust funds in trust for the purpose an entire amount in the Required Currency sufficient to pay and discharge the entire indebtedness on at Maturity or upon redemption all of such Securities not theretofore canceled or delivered to the Trustee for cancellation, for including principal (and premium, if any) and any interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (ii) , and if in either case the Company has paid shall also pay or caused cause to be paid all other sums payable 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 , 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 Company has delivered to rights, obligations and immunities of the Trustee an Officers’ Certificate hereunder), and an Opinion the Trustee, on demand of Counsel each stating that all conditions precedent herein provided the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for relating any services thereafter reasonably and 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 or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitiesor all series, the obligations of the Company to the Trustee with respect to that series under Section 6.7 7.6 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall --------------------------------------- shall, upon Company Request, cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or (as applicable) registration of transfer or exchange of Securities and Coupons, if any, of such series herein expressly provided for herein or in the form of Security for such seriesfor), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such series, when: (ia) either (A1) all Securities and Coupons of that such series theretofore authenticated and delivered (other than (i) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.62.6, and (ii) Securities and Coupons of such series for whose payment money in the Required Currency has theretofore been deposited in trust or and segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, trust as provided in Section 10.312.5, (iii) Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange whose surrender is not required or has been waived as provided in Section 2.5, and (iv) Coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 3.7) have been canceled or delivered to the Trustee for cancellation; or (B2) all such Securities and Coupons of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity within one year, or (3C) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose for which it was received, an amount in the Required Currency currency or currency unit in which such Securities and Coupons of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities and Coupons of such series not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest interest, if any, to the date of such deposit (in the case of Securities and Coupons of such series which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii3) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii4) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitiesa series, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 7.6, the obligations of the Company and Trustee to any Authenticating Agent under Section 7.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 12.2 and 10.3 Section 12.5 shall survive such satisfaction survive; and discharge. It is understood that any obligation of the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture upon or with respect to all the conversion of the Securities of a series into any other security of Securitiesthe Company pursuant to the terms of the Securities of such series or Article Seventeen hereof, shall survive until the Securities of such series are no longer Outstanding.

Satisfaction and Discharge of Indenture. This Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable to the Securities of any series, this Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments (in form and substance reasonably satisfactory to the Trustee) acknowledging satisfaction and discharge of this Indenture as to such series, when: (i1) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee canceled or for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee canceled or for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.53.05, 3.63.06, 4.24.02, 10.2 10.02 and 10.3 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request, cease to be of further effect with respect to any series of Debt Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of such Debt Securities of such series herein expressly provided for herein or in the form and rights to receive payments of Security for principal (and premium, if any) and interest on such series), Debt Securities) and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) either (A) all Debt Securities and the Coupons, if any, of that such series theretofore authenticated and delivered (other than (i) Debt Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.06, (ii) Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived under Section 3.05, (iii) Coupons appertaining to Bearer Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 13.06, and (iiiv) Debt Securities and Coupons of such series for whose payment money in the Required Currency 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 10.312.04) have been canceled or delivered to the Trustee for cancellation; or (B) all Debt Securities and the Coupons, if any, of such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation:, (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, either complies with any other condition or terms specified pursuant to Section 3.01, or if not so specified in the case of (1i), (2ii) or (3iii) aboveof this subclause (B), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose an amount in the Required Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to Section 3.01 or 3.10) sufficient to pay and discharge the entire indebtedness on such Debt Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Debt Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; PROVIDED, HOWEVER, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Indenture with respect to such Debt Securities shall not be deemed terminated or discharged; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; andCompany; (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with; and (4) the Company has delivered to the Trustee an Opinion of Counsel or a ruling by the Internal Revenue Service to the effect that Holders of the Debt Securities of the series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and discharge. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14, the obligations of the Company and under Section 12.01, and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Sections 3.5Section 4.02 and the last paragraph of Section 12.04, 3.6shall survive. If, 4.2after the deposit referred to in Section 4.01 has been made, 10.2 (x) the Holder of a Debt Security is entitled to, and 10.3 shall survive such satisfaction and discharge. It is understood does, elect pursuant to Section 3.10(c), to receive payment in a Currency other than that in which the Company may also elect deposit pursuant to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture 4.01 was made, or (y) if a Conversion Event occurs with respect to all series of Securitiesthe Currency in which the deposit was made or elected to be received by the Holder pursuant to Section 3.10(c), then the indebtedness represented by such Debt Security shall be fully discharged to the extent that the deposit made with respect to such Debt Security shall be converted into the Currency in which such payment is made.

Satisfaction and Discharge of Indenture. This Indenture Indenture, with respect to the Debt Securities of any series, shall be discharged and shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any as to surviving rights of conversion or registration of transfer or exchange of such Debt Securities, as expressly provided for herein) as to all outstanding Debt Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) when either (Aa) all the Debt Securities of that such series theretofore authenticated and delivered (other than (i) except lost, stolen or destroyed Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Debt Securities of such series for whose payment money in the Required Currency 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 10.3this Indenture) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee Registrar for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be;and (iii) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the all Debt Securities of such series; , and (iiiii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the all Debt Securities of such series have been complied with; or (b) the Company shall have given notice of redemption of all of the Debt Securities of such series, all of the Debt Securities of such series shall have otherwise become due and payable or all of the Debt Securities of such series 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 of Debt Securities of such series, 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 Debt Securities of such series 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 material 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 with respect to all Debt Securities of such series; 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 Debt Securities of such series relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to Debt Securities of any series of Securitiesseries, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14, the obligations of the Company and under Section 12.01, and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section 4.01, the obligations of the Trustee under Sections 3.5Section 4.02 and the last paragraph of Section 12.04, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series such series. If, after the deposit referred to in Section 4.01 has been made, (x) the Holder of Securitiesa Debt Security is entitled to, and does, elect pursuant to Section 3.10(b), to receive payment in a Currency other than that in which the deposit pursuant to Section 4.01 was made, or (y) if a Conversion Event occurs with respect to the Currency in which the deposit was made or elected to be received by the Holder pursuant to Section 3.10(b), then the indebtedness represented by such Debt Security shall be fully discharged to the extent that the deposit made with respect to such Debt Security shall be converted into the Currency in which such payment is made.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of the Securities of such series expressly provided for herein or in the form of Security for such any series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: when (i1) either either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.6 and (ii) Securities of such series for whose payment money in the Required Currency has funds have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been canceled or delivered to the Trustee for cancellation; or or (B) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose funds in an amount in the Required Currency sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) any premium and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; ; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.7, the obligations of the Company and with respect to the Trustee Securities of such series under Sections 3.4, 3.5, 3.6, 4.2, 10.2 and 10.3, any surviving rights of conversion, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if funds shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall shall, upon Company Request, cease to be of further effect with respect to any series of Debt Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of such Debt Securities of such series herein expressly provided for herein or in the form and rights to receive payments of Security for principal (and premium, if any) and interest on such series), Debt Securities) and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (ia) either (A1) all Debt Securities of that such series theretofore authenticated and delivered (other than (i) Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Debt Securities of such series for whose payment money in the Required Currency 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 10.312.4) have been canceled or delivered to the Trustee for cancellation; or (B2) all such Debt Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) 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 or (iv) the CompanyCompany either complies with any other condition or terms specified pursuant to Section 3.1, or if not so specified in the case of (1i), (2ii) or (3iii) aboveof this subclause (a), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Debt Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Debt Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Indenture with respect to such Debt Securities shall not be deemed terminated or discharged; (iib) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iiic) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14, the obligations of the Company and under Section 12.1, and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 4.2 and 10.3 Section 15.4 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall Indenture, with respect to the Securities of any series, shall, upon receipt by the Trustee of an Issuer Order, cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of such Securities of such series herein expressly provided for herein or in the form and rights to receive payments of Security for principal of and premium, if any, and interest on such seriesSecurities), and the Trustee, on receipt of a Company Request and at the expense of the CompanyIssuers, shall execute proper such instruments as may be reasonably requested by either of the Issuers acknowledging satisfaction and discharge of this Indenture as with respect to the Securities of such series, when: (ia) either: (Ai) all Securities of that such series theretofore authenticated and delivered (other than (iA) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6, 3.07 and (iiB) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 10.36.03) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation:, (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity within one year, or (3C) 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 CompanyIssuers, and the CompanyIssuers, in the case of (1A), (2B) or (3C) above, has irrevocably have deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose an amount in the Required Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) , and interest to the date of such deposit (in the case of Securities which that have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (iib) the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the Company Issuers with respect to the Securities of such series; and (iiic) the Company has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company Issuers to the Trustee under Section 11.01 and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section with respect to Securities of such series, the obligations of the Trustee with respect to that the Securities of such series under Section 6.7 12.07 and paragraph (e) of Section 6.03 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture If at any time (a) the Issuer shall cease have delivered to be the Trustee for cancellation all securities of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and 2.09) or (iib) Securities (i) all the securities of such series for whose payment money in the Required Currency has 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, as provided in Section 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) will or are by their terms to become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under and the Issuer has made irrevocable arrangements reasonably 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 and (ii) the Company, and the Company, in the case of (1), (2) or (3) above, has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient funds to pay and discharge the entire indebtedness Indebtedness on such series of Securities to pay principal and interest (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with Section 9.04) at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) not theretofore canceled or delivered to the Trustee for cancellation, for including principal (and premium, if any) and interest due or to the become due on or prior to such date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, maturity as the case may be; (ii) , and if, in any such case, the Company has paid Issuer shall also pay or caused cause to be paid all other sums payable hereunder by the Company Issuer with respect to the Securities of such series; and (iii) , then this Indenture shall cease to be of further effect with respect to Securities of such series, and the Company has delivered to Trustee, on demand of the Trustee Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel each and at the cost and expense of the Issuer, shall execute proper instruments stating that all conditions precedent herein provided for under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with; provided, that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture with respect to or the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiesseries.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to any a series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and when the Trustee, on receipt of a Company upon Issuer Request and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) either either (Aa) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.04) have been canceled or delivered to the Trustee for cancellation; or or (Bb) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) are to be have been 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 reasonable expense, of the CompanyIssuer, and the CompanyIssuer, in the case of (1b)(i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose cash in the Applicable Currency or, in the case of a series of Securities payable in dollars, U.S. Government Obligations in an amount in the Required Currency certified to be sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (principal, premium and premiumother amounts, if any) , and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the Company Issuer and has delivered irrevocable instructions to the Trustee to apply the deposited amounts to the payment of such Securities at Stated Maturity or redemption, as applicable; (3) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred on the date of deposit and such seriesdeposit will not result in a breach or violation of, or constitute a default under, any other instruments to which any Issuer is a party or to which it is bound; and (iii4) the Company Issuer has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture with respect to the such Securities of such series have been complied with. . (b) Notwithstanding the satisfaction and discharge of this Indenture with respect to any a series of Securities: (i) Until no notes of such series of Securities are outstanding, (1) the obligations of the Issuer to any Authenticating Agent under Section 6.14, (2) if money shall have been deposited with the Trustee pursuant to clause (a)(1)(b) of this Section, the obligations of the Company to the Trustee with respect to that series and any Paying Agent under Section 6.7 shall survive 4.02 and the last paragraph of Section 10.04 and (3) the obligations of the Company Issuer under this Article 4, Sections 3.03, 3.05, 3.06, 3.07, 7.01, 7.02, 10.01, 10.02 and the Trustee under Sections 3.5last paragraph of Section 10.04 shall survive, 3.6in each case, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all such series of Securities. (ii) After no notes of such series of Securities are outstanding, (1) the obligations of the Issuer to the Trustee under Section 6.07 and (2) the obligations of the Issuer under this Article 4 shall survive.

Satisfaction and Discharge of Indenture. (a) This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for herein or in the form of Security for such seriesfor), and the Trustee, on receipt the demand of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such series, when: (i1) eitherEither: (A) all Securities of that such series theretofore authenticated and delivered have been delivered to the Trustee for cancellation (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 2.6 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation5.3); or (B) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) 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, in the case of clauses (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of establishing an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities of such series not theretofore canceled or delivered to the Trustee for cancellation, for principal and interest (and premiumincluding Additional Interest, if any) and interest to the date of such deposit (in the case of Securities of such series which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be;; and (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. . (b) At any time when no Securities of any series are Outstanding, this Indenture shall upon Company Request cease to be of further effect and the Trustee, at the expense of the Company, shall execute instruments of satisfaction and discharge of this Indenture. (c) Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 8.7 and, if money shall survive and have been deposited with the Trustee pursuant to subclause (B) of clause (a)(1) of this Section 11.1, the obligations of the Company and the Trustee under Sections 3.5Section 11.6 and Section 5.3(e) shall survive. (d) If, 3.6subsequent to the date a discharge is effected pursuant to this Section 11.1, 4.2Additional Interest (in excess of that established as of the date such discharge is effected) becomes payable in respect of the series of Securities discharged, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that in order to preserve the benefits of the discharge established hereunder, the Company may also elect shall irrevocably deposit or cause to exercise its rights under be irrevocably deposited in accordance with the provisions of this Section 4.1 11.1, within ten Business Days prior to the date the first payment in respect of any portion of such excess Additional Interest becomes due, such additional funds as are necessary to satisfy and the provisions of this Section 11.1 as if a discharge were being effected as of the Indenture date of such subsequent deposit. Failure to comply with respect to all series the requirements of Securitiesthis paragraph shall result in the termination of the benefits of the discharge established by this Section 11.1.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in The Issuer may terminate its obligations under the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (a) either (i) either (A) all the Securities of any series issued that series theretofore have been authenticated and delivered have been accepted by the Trustee for cancellation (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and ‎Section 2.09); or (iii) all the Securities of such any series for whose payment money in the Required Currency has theretofore issued that have not been deposited in trust or segregated and held in trust accepted by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) or are by their terms will become due and payable at their Stated Maturity within one year, or (3) year or are to be called for redemption within one year under year, and the Issuer shall have made irrevocable arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Issuer’s name, and at the Issuer’s expense, of and in all cases the Company, and the Company, in the case of (1), (2) or (3) above, has Issuer have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient funds, without reinvestment, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case series of Securities which have become due to pay principal, interest and payable), or to the Stated Maturity or Redemption Date, as the case may be;any premium; and (iib) the Company has The Issuer shall have paid or caused to be paid all other sums then due and payable hereunder by under the Company with respect to the Securities of such seriesIndenture; and (iiic) the Company has The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for under the Indenture relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series indenture have been complied with. Notwithstanding If the satisfaction and discharge of this Indenture with respect to any series of Securitiesforegoing conditions are met, the obligations Trustee, on demand of the Company to Issuer accompanied by an Officers’ Certificate and an Opinion of counsel and at the Trustee with respect to that series under Section 6.7 shall survive cost and the obligations expense of the Company and Issuer, shall execute proper instruments prepared by the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive Issuer acknowledging such satisfaction of and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge discharging the Indenture with respect to such series except as to: (1) rights of registration of transfer and exchange of Securities of such series, and the Issuer’s right of optional redemption, if any; (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities; (3) rights of Holders to receive payments when due of principal thereof and interest thereon, and remaining rights of the holders to receive mandatory sinking fund payments, if any; (4) the rights, powers, trusts, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all series or any of Securitiesthem; and (6) the rights of the Issuer to be repaid any money pursuant to Sections ‎9.05 and ‎9.06).

Satisfaction and Discharge of Indenture. This Indenture (A) If at any time (i) the Company shall cease have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of any series of Securities Outstanding hereunder and all unmatured Coupons appertaining thereto (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of other than Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 2.09) as and (ii) Securities of such series for whose payment money in when the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) same shall have become due and payable, or or (2ii) will the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (b) below, (a) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption, and (b) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust the entire amount in (i) cash (other than moneys repaid by the Trustee or any Paying Agent to the Company in accordance with Section 11.04), (ii) in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash sufficient to pay at such Maturity or upon such redemption, as the case may be, or (iii) 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 (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (x) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (y) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefore (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the 66 rights, obligations, duties and immunities of the Trustee hereunder, including those under Section 6.6, (vi) the rights of the Holders of securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 4.03 and the Trustee, on demand of the Company accompanied by an Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the name, and at Securities of such series. (B) The following provisions shall apply to the expense, Securities of each series unless specifically otherwise provided in an Officer's Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Company, and Indenture pursuant to the Companynext preceding paragraph, in the case of any series of Securities the exact amounts (1including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (a) below, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the Coupons appertaining thereto on the date of the deposit referred to in clause (a) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Company's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (2iv) any optional redemption rights of such series of Securities to the extent to be exercised to make such call for redemption within one year, (v) the rights, obligations, duties and immunities of the Trustee hereunder, (vi) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vii) the obligations of the Company under Section 4.03 and the Trustee, at the expense of the Company, shall at the Company's request, execute proper instruments acknowledging the same, if (a) with reference to this provision the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be made in United States Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) 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 (a) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (b) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (b) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound; (c) the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the IRS a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series and Coupons appertaining thereto 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; and (d) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. (C) The Company shall be released from its obligations under Sections 4.02 and unless otherwise provided for in the Board Resolution, Officer's Certificate or Indenture supplemental hereto establishing such series of Securities, from all covenants and other obligations referred to in Section 2.03(18) or 2.03(20) with respect to such series of Securities, and any Coupons appertaining thereto, outstanding on and after the date the conditions set forth below are satisfied (3hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of any series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection C of this Section 11.01: (a) above, The Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in of making the Required Currency sufficient to pay following payments, specifically pledged as security for, and discharge dedicated solely to, the entire indebtedness on such benefit of the holders of the Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit series and coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which have become may only be made in United States Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) 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 (a) the principal and interest on all Securities of such series and Coupons appertaining thereof and (b) any mandatory sinking fund payments on the day on which such payments are due and payable), or to payable in accordance with the Stated Maturity or Redemption Date, as terms of the case may beIndenture and the Securities of such series; (iib) the Company has paid No Event of Default or caused to be paid all other sums payable hereunder by the Company event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such series; anddeposit; (iiic) Such covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 7.08 and for purposes of the Trust Indenture Act with respect to any securities of the Company; (d) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company has is a party or by which it is bound; (e) Such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the Exchange Act to be delisted; (f) The Company shall have delivered to the Trustee an Officers’ Officer's Certificate and Opinion of Counsel to the effect that the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for United States Federal income tax purposes as a result of such covenant defeasance and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (g) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of covenant defeasance contemplated by this Indenture with respect to the Securities of such series provision have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i1) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid for as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency United States dollars 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 10.310.03) have been canceled or delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee canceled or for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee canceled or for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.53.05, 3.63.06, 4.24.02, 10.2 10.02 and 10.3 10.03 shall survive such survive. Upon satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under discharge of this Indenture as provided in this Section 4.1 4.01, the Trustee shall assign, transfer and turn over to satisfy the Company, subject to the claim provided by Section 6.07, any and discharge all money, securities and other property then held by the Indenture with respect Trustee for the benefit of the Holders of the Securities other than money held by the Trustee pursuant to all series of SecuritiesSection 4.02.

Satisfaction and Discharge of Indenture. This Indenture shall will be discharged and cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving as to (i) rights of conversion or registration of transfer or and exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the TrusteeIssuer’s right of optional redemption, on receipt if any, (ii) substitution of a Company Request mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive payments of principal thereof and at the expense interest thereon, and remaining rights of the Companyholders to receive mandatory sinking fund payments, shall execute proper instruments acknowledging satisfaction if any, (iv) the rights, obligations and discharge immunities of this Indenture the Trustee hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), as to such series, when: (i) either (A) all Securities of any series issued hereunder when (1) either: (a) all such Securities of any series that series theretofore have been authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.32.9) have been canceled or delivered to the Trustee for cancellation; or (Bb) all such Securities of such series that series have not theretofore canceled or been delivered to the Trustee for cancellation: (1) cancellation have become due and payable, or (2) whether at maturity or upon redemption or will become due and payable at their Stated Maturity within one year, or (3) year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the purpose an amount benefit of the Holders, cash in U.S. dollars, non-callable Government Obligations, or a combination of cash in U.S. dollar and non-callable Government Obligations, in amounts as will be sufficient, in the Required Currency sufficient opinion of a reputable firm of certified public accountants without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, cancellation for principal (and premium, if any) amount and interest accrued to the date of such maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (or will occur as a result of the deposit and the deposit will not result in the case of Securities which have become due and payable)a breach or violation of, or constitute a default under, any other instrument to which the Stated Maturity Issuer is a party or Redemption Date, as by which the case may be; Issuer is bound; (ii3) the Company Issuer has paid or caused to be paid all other sums payable hereunder by it under the Company with respect to Indenture and the Securities of such series; and series and (iii4) the Company Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities of such series at maturity or at the redemption date, as the case may be. The Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharge of discharging this Indenture with respect to such series; provided that the rights of Holders of the Securities to receive amounts in respect of principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiesseries.

Satisfaction and Discharge of Indenture. This Indenture shall upon a Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2except, Article XI and as to any surviving rights of conversion or registration of transfer transfer, exchange or exchange conversion of Securities of such series herein expressly provided for herein or in the form of Security for such seriesseries and any rights to receive payment of interest thereon), and the Trustee, on receipt demand of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (ia) either (Ai) all Securities of that such series theretofore authenticated and delivered (other than (iA) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.09, and (iiB) Securities of such series for whose payment money in the Required Currency has theretofore been (x) deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.34.03(c) or (y) paid to any State or the District of Columbia pursuant to its unclaimed property or similar laws) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity stated maturity within one year, or (3C) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1A), (2B) or (3C) above, has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust for the purpose an purpose, money in the amount in the Required Currency currency or currency units in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesSecurities; and (iiic) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 and, if money shall survive and have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of this Section, the obligations of the Company Trustee under Section 12.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 4.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture (A) If at any time (a) the Issuer shall cease have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of any series of Securities Outstanding hereunder and all unmatured Coupons appertaining thereto (except for Sections 10.5 and 16.2, Article XI and other than any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, Coupons appertaining thereto which shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 trust2.9), as provided in Section 10.3) have been canceled or delivered to and when the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) same shall have become due and payable, or or (2b) will the Issuer shall have delivered to the Trustee for cancellation all Securities of such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact or maximum amount (including the currency of payment) of principal of and 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 delivered to the Trustee for cancellation (x) shall have become due and payable at or (y) are by their Stated Maturity terms to become due and payable within one year, or (3) year or 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 nameredemption, and at (ii) the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the amount identified in trust for subsection (x), (y) or (z) below (other than monies repaid by the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled Trustee or delivered any paying agent to the Trustee Issuer in accordance with Section 10.4) or specifically pledged as security for cancellation, for principal (and premium, if any) and interest dedicated solely to the date benefit of the Holders of the Securities of such deposit series and Coupons appertaining thereto, (x) cash in an amount, (y) in the case of any series of Securities the payments on which have become may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payablepayable (whether at maturity or through operation of a mandatory sinking fund other than any redemption or repayment at the option of the Holder); and if, in any such case, the Issuer shall also pay or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused cause to be paid all other sums payable hereunder by the Company Issuer, all of the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series or Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest on the original stated due dates therefor (but not upon acceleration) or the Redemption Date or repayment date therefor, as the case may be and remaining rights of Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such series; and them and (iiivi) the Company has delivered to obligations of the Trustee Issuer under Sections 3.2, 3.3 and 3.4), and the Trustee, on demand of the Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel each Counsel, which complies with Section 11.5, stating that all conditions precedent herein provided for relating the provisions of this Section have been complied with and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such satisfaction and discharge. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities, Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive. (B) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution of the Issuer, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.3. In addition to discharge of the Indenture pursuant to Section 10.1(A), in the case of any such series of Securities the exact or maximum amounts (including the currency of payment) of principal and interest due on which can be determined at the time of making the deposit referred to in Clause 10.1(B)(x)(a) below: (x) the Issuer shall be deemed to have paid and discharged the entire indebtedness on all Securities of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in Clause 10.1(B)(x)(a) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities or Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest thereon on the original stated due dates therefor (but not on acceleration) or the Redemption Date or repayment date therefor, as the case may be, and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) the obligations of the Issuer and the rights of the Holders of the Securities under Sections 3.2, 3.3 and 3.4), (hereinafter "defeasance"), and the Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if the Issuer notifies the Trustee that the provisions of this Section 10.1(B) are being complied with solely to effect a defeasance and if (a) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) the availability of cash or (iii) 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 the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal and interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise other than any redemption or repayment at the option of the Holder); (b) no Default or with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(d) and (e) are concerned, at any time during the period ending on and including the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (c) such defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer; (d) such defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any Securities of such series or any other agreement or instrument to which the Issuer is a party or by which it is bound; (e) the Issuer has delivered to the Trustee an Opinion of Counsel to the effect, and such opinion shall confirm, (i) that, based on the fact that (x) the Issuer 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 federal income tax law, in either case, to the effect that Holders of the Securities of such series and the Coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and, other than with respect to the interest earned on the amounts defeased, will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (ii) that the trust arising from such deposit shall not constitute an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended; and (f) the Issuer has paid or caused to be paid all other sums then payable hereunder by the Issuer and the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. (C) The Issuer shall be released from its obligations under Article Nine and any other covenants specified pursuant to Section 2.3 with respect to the Securities of any series and any Coupons appertaining thereto on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"). Notwithstanding For this purpose, such covenant defeasance means that, with respect to the satisfaction outstanding Securities of the applicable series, the Issuer may omit to comply with and discharge shall have no liability in respect of any term, condition or limitation set forth in such Article or any such covenant, whether directly or indirectly by reason of any reference elsewhere herein to such Article or any such covenant or by reason of any reference in such Article to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 5.1, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection (C) of this Section 10.1: (a) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Securities the payment on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) the availability of cash in an amount or (iii) 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 the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise, other than any redemption or repayment at the option of the Holder); (b) no Default or Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as subsections 5.1(d) and (e) are concerned, at any series time during the period ending on the 91st day after the date of Securitiessuch deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (c) such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture, or any Securities issued hereunder or any agreement or instrument to which the obligations Issuer is a party or by which it is bound; (d) such covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 310(b) of the Company Trust Indenture Act of 1939; (e) such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange to be delisted; (f) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect (i) that the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss, other than with respect to the interest earned on the amounts defeased, for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (ii) that series under Section 6.7 the trust arising from such deposit shall survive and not constitute an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in The Investment Company Act of 1940, as amended; and (g) the obligations of the Company and Issuer shall have delivered to the Trustee under Sections 3.5an Officer's Certificate and an Opinion of Counsel, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood each stating that all conditions precedent relating to the Company may also elect to exercise its rights under covenant defeasance contemplated by this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiesprovision have been complied with.

Satisfaction and Discharge of Indenture. This Indenture (A) If at any time (a) the Issuer shall cease have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of any series of Securities Outstanding hereunder and all unmatured Coupons appertaining thereto (except for Sections 10.5 and 16.2, Article XI and other than any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, Coupons appertaining thereto which shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 trust2.9), as provided in Section 10.3) have been canceled or delivered to and when the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) same shall have become due and payable, or or (2b) will the Issuer shall have delivered to the Trustee for cancellation all Securities of such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact or maximum amount (including the currency of payment) of principal of and 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 delivered to the Trustee for cancellation (x) shall have become due and payable at or (y) are by their Stated Maturity terms to become due and payable within one year, or (3) year or 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 nameredemption, and at (ii) the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an entire amount in cash (other than monies repaid by the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled Trustee or delivered any paying agent to the Trustee for cancellationIssuer in accordance with Section 10.4), for principal (specifically pledged as security for, and premium, if any) and interest dedicated solely to the date benefit of the Holders of the Securities of such deposit series and Coupons appertaining thereto, (x) cash in an amount, or (y) in the case of any series of Securities the payments on which have become may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payablepayable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise) including any redemption or repayment at the option of the Holder); and if, in any such case, the Issuer shall also pay or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused cause to be paid all other sums payable hereunder by the Company Issuer, all of the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (i) rights of registration of transfer, and exchange of Securities of such series or Coupons appertaining thereto, the Issuer's right of optional redemption, if any, and the Holder's right to redemption or repayment at its option, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest on the original stated due dates therefor (but not upon acceleration) or the Redemption Date or repayment date therefor, as the case may be and remaining rights of Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such series; and them and (iiivi) the Company has delivered to obligations of the Trustee Issuer under Sections 3.2, 3.3 and 3.4, Article Ten and Article Twelve), and the Trustee, on demand of the Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel each Counsel, which complies with Section 11.5, stating that all conditions precedent herein provided for relating the provisions of this Section have been complied with and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such satisfaction and discharge. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive. (B) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution of the Issuer, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.3. In addition to discharge of the Indenture pursuant to Section 10.1(A), in the case of any such series of Securities the exact or maximum amounts (including the currency of payment) of principal and interest due on which can be determined at the time of making the deposit referred to in Clause 10.1(B)(x)(a) below: (x) the Issuer shall be deemed to have paid and discharged the entire indebtedness on all Securities of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in Clause 10.1(B)(x)(a) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and Coupons appertaining thereto, the Issuer's right of optional redemption, if any, and the Holder's right to redemption or repayment at its option, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities or Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest thereon on the original stated due dates therefor (but not on acceleration) or the Redemption Date or repayment date therefor, as the case may be, and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) the obligations of the Issuer and the rights of the Holders of the Securities under Sections 3.2, 3.3 and 3.4, Article Ten and Article Twelve), (hereinafter "defeasance"), and the Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if the Issuer notifies the Trustee that the provisions of this Section 10.1(B) are being complied with solely to effect a defeasance and if (a) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) the availability of cash or (iii) 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 the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal and interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise, including any redemption or repayment at the option of the Holder), provided, that, in connection with any such redemption at the option of the Issuer, the Issuer shall have made arrangements satisfactory to the Trustee for the giving of notice of redemption and, in connection with any redemption or repayment at the option of the Holder, for the optional redemption or repayment of all of the Securities of such series on such redemption or repayment date); (b) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(d) and (e) are concerned, at any time during the period ending on and including the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (c) such defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer; (d) such defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any Securities of such series or any other agreement or instrument to which the Issuer is a party or by which it is bound; (e) the Issuer has delivered to the Trustee an Opinion of Counsel to the effect, and such opinion shall confirm, (i) that, based on the fact that (x) the Issuer 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 federal income tax law, in either case, Holders of the Securities of such series and the Coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (ii) that the trust arising from such deposit shall not constitute an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended; and (f) the Issuer has paid or caused to be paid all other sums then payable hereunder by the Issuer and the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. Notwithstanding . (C) The Issuer shall be released from its obligations under Article Nine and any other covenants specified pursuant to Section 2.3 with respect to the satisfaction Securities of any series and discharge any Coupons appertaining thereto, other than the obligation to provide that any successor to the Issuer, as a condition to such succession, assume the performance of any covenant of this Indenture of the Issuer relating to the compensation, reimbursement of expenses and indemnities of the Trustee and any predecessor Trustee, on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the outstanding Securities of the applicable series, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Article or any such covenant, whether directly or indirectly by reason of any reference elsewhere herein to such Article or any such covenant or by reason of any reference in such Article to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 5.1, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection (C) of this Section 10.1: (a) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of SecuritiesSecurities the payment on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) the availability of cash in an amount or (iii) 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 the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise, including any redemption or repayment at the option of the Holder) provided, that, in connection with any such redemption at the option of the Issuer, the obligations of the Company Issuer shall have made arrangements satisfactory to the Trustee for the giving of notice of redemption and, in connection with any redemption or repayment at the option of the Holder, for the optional redemption or repayment of such series on such redemption or repayment date); (b) no Default or Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as subsections 5.1(d) and (e) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that series under this condition shall not be deemed satisfied until the expiration of such period); (c) such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture, or any Securities issued hereunder or any agreement or instrument to which the Issuer is a party or by which it is bound; (d) such covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 6.7 shall survive and the obligations 310(b) of the Company and Trust Indenture Act of 1939; (e) such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange to be delisted; (f) the Issuer shall have delivered to the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood an Opinion of Counsel to the effect (i) that the Company may also elect to exercise its rights under this Section 4.1 to satisfy Holders of the Securities of such series and discharge the Indenture with respect to all series Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of Securities.s

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such a series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to Securities of such series, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency has or Governmental Obligations have theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid or returned to the Company or discharged from such trust, as provided in Section 10.310.03) have been canceled or delivered to the Trustee for cancellation; or; (B) with respect to all such Outstanding Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to ,the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee under the terms of a trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the purpose an amount benefit of the Holders of Outstanding Securities for that purpose, money or Government Obligations maturing as to principal and interest in such amounts and at such times as will, together with the Required Currency income to accrue thereon, without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, cancellation for principal of, premium (and premium, if any) and interest on or any Additional Amounts with respect to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or any Redemption DateDate contemplated by the penultimate paragraph of this Section 4.01, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.01 to be applicable to the discharge of this Indenture with respect to Securities of such series pursuant to this Section 4.01; and (iii4) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with; (5) if the conditions set forth in subclause (A) of clause (1) of Section 4.01 have not been satisfied and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred; and (6) no Default or Event of Default with respect to the Securities of such issue shall have occurred and be continuing on the date of any such deposit or, in so far as clause (e) or (f) of Section 5.01 is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement referred to in subclause (B) of clause (1) of this Section 4.01 shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to any the Securities of such series of Securitiespursuant to this Section 4.01, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture If (a) the Company shall cease deliver to be of further effect with respect to any series of Securities (except the Trustee for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) cancellation all Securities of that any series theretofore authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.62.07) and not theretofore cancelled, and or (iib) all the Securities of such series for whose payment money in the Required Currency has 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, as provided in Section 10.3) have been canceled cancelled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) will or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or 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, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited Company shall deposit with the Trustee as trust funds in trust for the purpose an entire amount in the Required Currency sufficient to pay and discharge the entire indebtedness on at Maturity or upon redemption all of such Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation, for including principal (and premium, if any) and any interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (ii) , and if in either case the Company has paid shall also pay or caused cause to be paid all other sums payable 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 , 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 Company has delivered to rights, obligations and immunities of the Trustee an Officers’ Certificate hereunder), and an Opinion the Trustee, on demand of Counsel each stating that all conditions precedent herein provided the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for relating any services thereafter reasonably and 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 or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitiesor all series, the obligations of the Company to the Trustee with respect to that series under Section 6.7 7.06 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture (a) If at any time (i) the Issuer or the Guarantor shall cease have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of any series of Securities Outstanding hereunder and all unmatured Coupons appertaining thereto (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of other than Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 2.09) as and (ii) Securities of such series for whose payment money in when the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) same shall have become due and payable, or or (2ii) will the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer in the name, and at the expense, of the Company, and the Companyaccordance with Section 10.04) or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, 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 (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such Series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor accompanied by an Officer's Certificate or a Guarantor's Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer and the Guarantor, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer and the Guarantor agree to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series. (b) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officer's Certificate or indenture supplemental hereto provided pursuant to Section 2.03. In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (i) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in clause (i) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (1) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) aboverights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer under Section 3.02) and the Trustee, at the expense of the Issuer and the Guarantor, shall at the Issuer's or the Guarantor's request, execute proper instruments acknowledging the same, if (i) with reference to this provision the Issuer or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) 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 (1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; (ii) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound; (iii) the Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer 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 Federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and (iv) the Issuer or the Guarantor has delivered to the Trustee an Officer's Certificate or Guarantor's Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. (c) Each of the Issuer and the Guarantor shall be released from its obligations under Section 9.01 with respect to the Securities of any Series, and any Coupons appertaining thereto, Outstanding, and under the Guarantee in respect thereof, on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of any Series and any Coupon appertaining thereto, and under the Guarantee in respect thereof, the Issuer and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Sections, whether directly or indirectly by reason of any reference elsewhere herein to such Sections or by reason of any reference in such Sections to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 5.01, but the remainder of this Indenture and such Securities and Coupons and the Guarantee shall be unaffected thereby. The following shall be the conditions to application of this subsection (c) of this Section 10.01: (i) The Issuer or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series and Coupons appertaining thereto, (A) cash in an amount amount, or (B) in the Required Currency sufficient case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to pay principal and discharge interest at such times and in such amounts as will insure the entire indebtedness on such Securities not theretofore canceled availability of cash or (C) 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 for cancellationTrustee, for to pay (1) the principal and interest on all Securities of such series and Coupons appertaining thereto and (2) any mandatory sinking fund payments on the day on which such payments are due and premiumpayable in accordance with the terms of the Indenture and the Securities of such series. (ii) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, if anyinsofar as subsections 5.01(c) and interest to 5.01(d) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (iii) Such covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer. (iv) Such covenant defeasance shall not result in the case of Securities which have become due and payable)a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer or the Guarantor is a party or by which either of them is bound. (v) Such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted. (vi) The Issuer or the Guarantor shall have delivered to the Stated Maturity Trustee an Officer's Certificate or Redemption DateGuarantor's Officers' Certificate, as the case may be; (ii) , and Opinion of Counsel to the Company has paid or caused to be paid all other sums payable hereunder by effect that the Company with respect to Holders of the Securities of such series; andseries and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (iiivii) The Issuer or the Company has Guarantor shall have delivered to the Trustee an Officer's Certificate or Guarantor's Officers’ Certificate ' Certificate, as the case may be, and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of covenant defeasance contemplated by this Indenture with respect to the Securities of such series provision have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any as to surviving rights of conversion or registration of transfer or exchange of Securities of such series as expressly provided for herein or in the form herein) as to all Outstanding Securities of Security for such series)any series hereunder, and the Trustee, on receipt of a upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (ia) either (A1) all the Securities of that such series theretofore authenticated and delivered (other than (i) lost, stolen or destroyed Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and 308 or (ii) all Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, trust as provided in Section 10.31003) have been canceled or delivered to the Trustee for cancellation; or (B2) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: cancellation (1i) have become due and payablepayable or, or (2ii) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, ; and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in United States dollars sufficient (in the Required Currency sufficient opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay and discharge (without consideration of any reinvestment and after payment of all taxes or other charges and assessments in respect thereof payable by the Trustee) the entire indebtedness Indebtedness on the Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, for including the principal (and of, premium, if any) , and accrued interest to on, the date Securities of such deposit (in the case of Securities which have become due and payable)series at such Maturity, or to the Stated Maturity or Redemption Date, as the case may be; (iib) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iiic) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Independent Counsel, in form and substance satisfactory to the Trustee, each stating that (i) all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture hereof have been complied with, (ii) no default with respect to the Securities of such series have been complied withhas occurred and is continuing on the date of such deposit and (iii) such deposit does not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitieshereof, the obligations of the Company to the Trustee with respect to that series under Section 6.7 607 and, if United States dollars shall survive and have been deposited with the Trustee pursuant to subclause (2) of subsection (a) of this Section 1201, the obligations of the Company Trustee under Section 1202 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 1003 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. (a) This Indenture shall cease to be of further effect with respect to any a series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and when the Trustee, on receipt of a Company upon Issuer Request and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) either either (Aa) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.04) have been canceled or delivered to the Trustee for cancellation; or or (Bb) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: cancellation (1i) have become due and payable, or or (2ii) will become due and payable at their Stated Maturity within one year, or or (3iii) are to be have been 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 reasonable expense, of the CompanyIssuer, and the CompanyIssuer, in the case of (1b)(i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose cash in the Applicable Currency or, in the case of a series of Securities payable in dollars, U.S. Government Obligations in an amount in the Required Currency certified to be sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (principal, premium and premiumother amounts, if any) , and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the Company Issuer and has delivered irrevocable instructions to the Trustee to apply the deposited amounts to the payment of such Securities at Stated Maturity or redemption, as applicable; (3) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred on the date of deposit and such series; anddeposit will not result in a breach or violation of, or constitute a default under, any other instruments to which any Issuer is a party or to which it is bound; (iii4) the Company Issuer has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture with respect to such Securities have been complied with; and (5) no event or condition shall exist on the date of such deposit that, pursuant to the provisions of Section 14.02 or 14.03, would prevent the Issuer from making payments of the principal of or interest on the Securities of such series have been complied with. on the date of such deposit. (b) Notwithstanding the satisfaction and discharge of this Indenture with respect to any a series of Securities: (i) Until no notes of such series of Securities are outstanding, (1) the obligations of the Issuer to any Authenticating Agent under Section 6.14, (2) if money shall have been deposited with the Trustee pursuant to clause (a)(1)(b) of this Section, the obligations of the Company to the Trustee with respect to that series and any Paying Agent under Section 6.7 shall survive 4.02 and the last paragraph of Section 10.04 and (3) the obligations of the Company Issuer under this Article 4, Sections 3.03, 3.05, 3.06, 3.07, 7.01, 7.02, 10.01, 10.02 and the Trustee under Sections 3.5last paragraph of Section 10.04 shall survive, 3.6in each case, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all such series of Securities. (ii) After no notes of such series of Securities are outstanding, (1) the obligations of the Issuer to the Trustee under Section 6.07 and (2) the obligations of the Issuer under this Article 4 shall survive.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Debt Securities of any series (if all series issued under this Indenture shall axe not to be affected), shall, upon Company Request, cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of such Debt Securities of such series herein expressly provided for herein or in the form and rights to receive payments of Security for principal (and premium, if any) and interest on such series), Debt Securities) and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) either (A) all Debt Securities of that such series theretofore authenticated and delivered (other than (i) Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, SECTION 3.06 and (ii) Debt Securities of such series for whose payment money in the Required Currency 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 10.3SECTION 11.03) have been canceled or delivered to the Trustee for cancellation; or (B) all such Debt Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation:, (1i) have become due and payable, ; or (2ii) will become due and payable at their Stated Maturity within one year, ; or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) aboveof this subclause (B), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose an amount in the Required Currency in which such Debt Securities are denominated (except as otherwise provided pursuant to SECTIONS 3.01 or 3.10), sufficient to pay and discharge the entire indebtedness on such Debt Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Debt Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; provided, however in the event a petition for relief under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Indenture with respect to such Debt Securities shall not be deemed terminated or discharged; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and SECTION 6.07, the obligations of the Company and Trustee to any Authenticating Agent under SECTION 6.11 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Sections 3.5SECTION 4.02 and the last paragraph of SECTION 11.03 shall survive. If, 3.6after the deposit referred to in this SECTION 4.01 has been made, 4.2(x) the Holder of a Debt Security is entitled to, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood does, elect pursuant to SECTION 3.10(B), to receive payment in a Currency other than that in which the Company may also elect deposit pursuant to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture SECTION 4.01 was made, or (y) if a Conversion Event occurs with respect to all series of Securitiesthe Currency in which the deposit was made or elected to be received by the Holder pursuant to SECTION 310(B), then the indebtedness represented by such Debt Security shall be fully discharged to the extent that the deposit made with respect to such Debt Security shall be converted into the Currency in which such payment is made.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i1) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee canceled or for cancellationcancelation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee canceled or for cancellationcancelation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee canceled or for cancellationcancelation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.53.05, 3.63.06, 4.24.02, 10.2 10.02 and 10.3 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Except as otherwise provided with respect to such series pursuant to Section 2.03, this Indenture shall will be discharged and will cease to be of further effect with respect to any series the Securities of Securities a particular series, when (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of a) either (i) all Securities of such series expressly provided that have been authenticated and, except for herein lost, stolen or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) destroyed Securities of such series which have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 10.3) have been canceled or delivered to the Trustee for cancellation; or or (Bii) all such Securities of such series that series have not theretofore canceled or been delivered to the Trustee for cancellation: cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity stated maturity within one year, or year or (3) if redeemable in accordance with the terms of such Securities, 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 Company’s name, and at the Company’s expense, of ; (b)(i) the Company, and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the purpose an amount benefit of the Holders of Securities of such series, in the Required Currency sufficient amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all Principal, premium, if any, and interest) on such series of Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit cancellation (in the case of Securities which of such series that have become due and payable), payable on or prior to the date of such deposit) or to the Stated Maturity stated maturity or Redemption Dateredemption date, as the case may be; ; (ii) the Company has paid or caused to be paid all other sums payable hereunder by under the Company with indenture in respect to of the Securities of such series; and and (iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Securities at maturity or on the redemption date, as the case may be, and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitieshas been satisfied and discharged.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such a series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to Securities of such series, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6306, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.31003) have been canceled or delivered to the Trustee for cancellation; or (B) with respect to all such Outstanding Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds funds, under the terms of an irrevocable trust agreement in trust for form and substance satisfactory to the purpose an amount Trustee, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will (together with the Required Currency income to accrue thereon and without consideration of any reinvestment thereof) be sufficient to pay and discharge (with such delivery in trust to be for the stated purpose of paying and discharging) the entire indebtedness on all Outstanding Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, cancellation for principal (and premiumpremium and Additional Amounts, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or any Redemption DateDate contemplated by the penultimate paragraph of this Section, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 301, to be applicable to the Securities of such series; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; and; (iii3) the Company has complied with any other conditions specified pursuant to Section 301 to be applicable to the discharge of Securities of such series pursuant to this Section 401; (4) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Outstanding Securities of such series have been complied with. Notwithstanding ; (5) if the conditions set forth in Section 401(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 301 for the Securities of such series, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred; and (6) no Default or Event of this Indenture Default with respect to the Securities of such issue shall have occurred and be continuing on the date of such deposit or, insofar as clauses (5) or (6) of Section 501 are concerned, at any series time in the period ending on the 91st day after the date of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is deposit (it being understood that this condition shall not be deemed satisfied until the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series expiration of Securitiessuch period).

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or and any right to receive Additional Amounts, as provided in the form of Security for such seriesSection 1010), and the Trustee, on upon receipt of a Company Request Order, and at the expense of the Company, shall execute proper instruments in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such series, series when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇▇) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.61106, and (iiiv) Securities and coupons of such series for whose payment money in the Required Currency 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 10.31003) have been canceled delivered to the Trustee for cancellation or (B) all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, payable or (2ii) will become due and payable at their Stated Maturity within one year, year or (3iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the such purpose an amount in the Required Currency currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect as to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series and any predecessor Trustee under Section 6.7 606, the obligations of the Company to any Authenticating Agent under Section 611 and, if money shall survive have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Company under Sections 304, 305, 306 and 1002 and 1003 and the obligations of the Company Trustee under Section 402 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph or Section 1003 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture If (a) the Company --------------------------------------- shall cease deliver to be of further effect with respect to any series of Securities (except the Trustee for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) cancellation all Securities of that any series theretofore authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6SECTION 2.07) and not theretofore cancelled, and or (iib) all the Securities of such series for whose payment money in the Required Currency has 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, as provided in Section 10.3) have been canceled cancelled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) will or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or 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, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited Company shall deposit with the Trustee as trust funds in trust for the purpose an entire amount in the Required Currency sufficient to pay and discharge the entire indebtedness on at Maturity or upon redemption all of such Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation, for including principal (and premium, if any) and any interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (ii) , and if in either case the Company has paid shall also pay or caused cause to be paid all other sums payable 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 , 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 Company has delivered to rights, obligations and immunities of the Trustee an Officers’ Certificate hereunder), and an Opinion the Trustee, on demand of Counsel each stating that all conditions precedent herein provided the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for relating any services thereafter reasonably and 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 or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitiesor all series, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive SECTION 7.06 and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 SECTION 12.02 AND SECTION 15.06 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiesseries.

Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series (if all series issued under this Indenture are not to be affected), shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in the form of Security for such seriesfor), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (a) either (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (iA) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.6 and (ii) Securities of such series B)Securities for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity stated maturity within one year, or (3C) if the Securities of such series are denominated and payable only in Dollars (except as provided pursuant to Section 3.1) and such Securities are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency Dollars (except as provided pursuant to Section 3.1) sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (iiiii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iiiiv) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.7, the obligations of the Company and Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (a) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 4.2 and the last paragraph of Section 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to (i) any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights, duties and obligations of the form Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (iii) remaining obligations of Security for such seriesthe Company to make mandatory sinking fund payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such seriesany series of Securities, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 306 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.31003) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (i) money in dollars in an amount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable currency), or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (A) of this subparagraph money in an amount, or (iii) a combination thereof, sufficient, in the Required Currency sufficient opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, (A) to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) if all series of Securities are being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 607, and, if money shall survive and have been deposited with the Trustee pursuant to Subclause (B) of clause (1) of this section, the obligations of the Company Trustee under Section 402 and the Trustee under Sections 3.5next to last paragraph of Section 1003, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon a Company Request or a Guarantor Request cease to be of further effect with respect to any series of Debt Securities specified therein (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Debt Securities of such series herein expressly provided for herein or in the form and rights to receive payments of Security for such series)principal, premium and interest thereon) and the Trustee, on receipt of a Company Request and at the expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (i1) either (A) all Debt Securities of that such series theretofore authenticated and delivered (other than (i) Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 306 and (ii) Debt Securities of such series for whose payment money in the Required Currency 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 10.31103) have been canceled or delivered to the Trustee for cancellation; or (B) all such Debt Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or the Guarantor, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Debt Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Debt Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantor with respect to the Outstanding Debt Securities of such series; and (iii3) the Company has and the Guarantor have each delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect as to the Securities of such series have been complied with. In the event that there are Debt Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of the Indenture only if requested to do so with respect to the Debt Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Debt Securities, the obligations of the Company and the Guarantor pursuant to the Trustee with respect to that series under Section 6.7 shall survive and 115, the obligations of the Company and the Guarantor to the Trustee under Sections 3.5Section 707 and, 3.6if money shall have been deposited with the Trustee pursuant to Subclause (B) of Clause (1) of this Section, 4.2, 10.2 the obligations of the Trustee under Section 502 and 10.3 the last paragraph of Section 1103 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such a series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to Securities of such series, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency has or Governmental Obligations have theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid or returned to the Company or discharged from such trust, as provided in Section 10.310.03) have been canceled or delivered to the Trustee for cancellation; or; (B) with respect to all such Outstanding Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee under the terms of a trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the purpose an amount benefit of the Holders of Outstanding Securities for that purpose, money or Government Obligations maturing as to principal and interest in such amounts and at such times as will, together with the Required Currency income to accrue thereon, without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, cancellation for principal of, premium (and premium, if any) and interest on or any Additional Amounts with respect to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or any Redemption DateDate contemplated by the penultimate paragraph of this Section 4.01, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; and; (iii3) the Company has complied with any other conditions specified pursuant to Section 3.01 to be applicable to the discharge of this Indenture with respect to Securities of such series pursuant to this Section 4.01; (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with; (5) if the conditions set forth in subclause (A) of clause (1) of Section 4.01 have not been satisfied and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred; and (6) no Default or Event of Default with respect to the Securities of such issue shall have occurred and be continuing on the date of any such deposit or, in so far as clause (5) or (6) of Section 5.01 is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement referred to in subclause (B) of clause (1) of this Section 4.01 shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to any the Securities of such series of Securitiespursuant to this Section 4.01, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture If (a) the Company shall cease deliver to be of further effect with respect to any series of Securities (except the Trustee for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) cancellation all Securities of that any series theretofore authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.62.07) and not theretofore canceled, and or (iib) all the Securities of such series for whose payment money in the Required Currency 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 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) will or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or 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, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited Company shall deposit with the Trustee as trust funds in trust for the purpose an entire amount in the Required Currency sufficient to pay and discharge the entire indebtedness on at maturity or upon redemption all of such Securities not theretofore canceled or delivered to the Trustee for cancellation, for including principal (and premium, if any) and any interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable), maturity or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (ii) , and if in either case the Company has paid shall also pay or caused cause to be paid all other sums payable 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 , 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 Company has delivered to rights, obligations and immunities of the Trustee an Officers’ Certificate hereunder), and an Opinion the Trustee, on demand of Counsel each stating that all conditions precedent herein provided the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for relating any services thereafter reasonably and 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 or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitiesor all series, the obligations of the Company to the Trustee with respect to that series under Section 6.7 7.06 hereof shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to (i) any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights, duties and obligations of the form Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (iii) remaining obligations of Security for such seriesthe Issuers to make Mandatory Sinking Fund Payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on receipt of a Company Request and at the expense of the CompanyIssuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such seriesany series of Securities, when: (i1) either (Aa) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust, as provided in Section 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (Bb) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or, (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) 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 CompanyIssuers, and the CompanyIssuers, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (i) money in dollars in an amount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable currency), (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in this subparagraph, money in an amount, or (iii) a combination thereof, sufficient, in the Required Currency sufficient opinion of a nationally recognized investment banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) if all series of Securities are being discharged, the Company has Issuers have paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesIssuers; and (iii3) the Company has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company Issuers to the Trustee with respect to that series under Section 6.7 6.07, and, if money shall survive and have been deposited with the Trustee pursuant to Subclause (1)(b) of this Section 4.01, the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5next to last paragraph of Section 10.03, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture Indenture, with respect to the Debt Securities of any series, shall be discharged and shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any as to surviving rights of conversion or registration of transfer or exchange of such Debt Securities, as expressly provided for herein) as to all outstanding Debt Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, whenwhen either: (i) either (Aa) all the Debt Securities of that such series theretofore authenticated and delivered (other than (i) except lost, stolen or destroyed Debt Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Debt Securities of such series for whose payment money in the Required Currency 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 10.3this Indenture) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee Registrar for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be;and (iii) the Company has paid or caused to be paid all other sums payable hereunder under this Indenture by the Company with respect to the all Debt Securities of such series; , and (iiiii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the all Debt Securities of such series have been complied with; or (b) the Company shall have given notice of redemption of all of the Debt Securities of such series, all of the Debt Securities of such series shall have otherwise become due and payable or all of the Debt Securities of such series 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 of Debt Securities of such series, 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 Debt Securities of such series 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 material 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 with respect to all Debt Securities of such series; 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 Debt Securities of such series relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to Debt Securities of any series of Securitiesseries, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14, the obligations of the Company and under Section 12.01, and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section 4.01, the obligations of the Trustee under Sections 3.5Section 4.02 and the last paragraph of Section 12.04, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series such series. If, after the deposit referred to in Section 4.01 has been made, (x) the Holder of Securitiesa Debt Security is entitled to, and does, elect pursuant to Section 3.10(b), to receive payment in a Currency other than that in which the deposit pursuant to Section 4.01 was made, or (y) if a Conversion Event occurs with respect to the Currency in which the deposit was made or elected to be received by the Holder pursuant to Section 3.10(b), then the indebtedness represented by such Debt Security shall be fully discharged to the extent that the deposit made with respect to such Debt Security shall be converted into the Currency in which such payment is made.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to (i) any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights, duties and obligations of the form Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (iii) remaining obligations of Security for such seriesthe Company to make mandatory sinking fund payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such seriesany series of Securities, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 306 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.31003) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency cash sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) if all series of Securities are being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 607, and, if money shall survive and have been deposited with the Trustee pursuant to Subclause (B) of clause (1) of this section, the obligations of the Company Trustee under Section 402 and the Trustee under Sections 3.5next to last paragraph of Section 1003, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture (A) If at any time (a) the Issuer shall cease have paid or caused to be paid the principal of further effect with respect to and interest on all the Securities of any series of Securities Outstanding hereunder and all unmatured Coupons appertaining thereto (except for Sections 10.5 and 16.2, Article XI and other than any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, Coupons appertaining thereto which shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 trust2.9), as provided in Section 10.3) have been canceled or delivered to and when the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) same shall have become due and payable, or or (2b) will the Issuer shall have delivered to the Trustee for cancellation all Securities of such series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities and Coupons appertaining thereto of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) in the case of any series of Securities where the exact or maximum amount (including the currency of payment) of principal of and 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 delivered to the Trustee for cancellation (x) shall have become due and payable at or (y) are by their Stated Maturity terms to become due and payable within one year, or (3) year or 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 nameredemption, and at (ii) the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, has Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the amount identified in trust subsection (x), (y) or (z) below (other than monies repaid by the Trustee or any paying agent to the Issuer in accordance with Section 10.4), specifically pledged as security for and dedicated solely to the purpose benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (x) cash in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if anyy) and interest to the date of such deposit (in the case of any series of Securities the payments on which have become may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash not later than one day before the due date of payments in respect of the Securities, or (z) a combination thereof, sufficient (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payablepayable (whether at maturity or through operation of a mandatory sinking fund other than any redemption or repayment at the option of the Holder); and if, in any such case, the Issuer shall also pay or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused cause to be paid all other sums payable hereunder by the Company Issuer, all of the Securities of such series and any Coupons appertaining thereto shall be deemed paid and discharged and the provisions of this Indenture with respect to such Securities and Coupons shall cease to be of further effect (except as to (i) rights of registration of transfer, and exchange of Securities of such series or Coupons appertaining thereto, and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of the Holders of Securities and Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest on the original stated due dates therefor (but not upon acceleration) or the Redemption Date or repayment date therefor, as the case may be and remaining rights of Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the Securities property so deposited with the Trustee payable to all or any of such series; and them and (iiivi) the Company has delivered to obligations of the Trustee Issuer under Sections 3.2, 3.3 and 3.4), and the Trustee, on demand of the Issuer accompanied by an Officers’ ' Certificate and an Opinion of Counsel each Counsel, which complies with Section 11.5, stating that all conditions precedent herein provided for relating the provisions of this Section have been complied with and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. In addition, in connection with the satisfaction and discharge pursuant to clause (c)(i)(y) above, the Trustee shall give notice to the Holders of Securities of such satisfaction and discharge. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 6.6 shall survive. (B) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution of the Issuer, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.3. In addition to discharge of the Indenture pursuant to Section 10.1(A), in the case of any such series of Securities the exact or maximum amounts (including the currency of payment) of principal and interest due on which can be determined at the time of making the deposit referred to in Clause 10.1(B)(x)(a) below: (x) the Issuer shall be deemed to have paid and discharged the entire indebtedness on all Securities of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in Clause 10.1(B)(x)(a) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and Coupons appertaining thereto and the Issuer's right of optional redemption, if any, (ii) substitution of mutilated, defaced or apparently destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of Securities or Coupons appertaining thereto to receive from the property so deposited payments of principal thereof and interest thereon on the original stated due dates therefor (but not on acceleration) or the Redemption Date or repayment date therefor, as the case may be, and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, including any right to compensation, reimbursement of expenses and indemnification under Section 6.6, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) the obligations of the Issuer and the rights of the Holders of the Securities under Sections 3.2, 3.3 and 3.4), (hereinafter "defeasance"), and the Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if the Issuer notifies the Trustee that the provisions of this Section 10.1(B) are being complied with solely to effect a defeasance and if (a) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Securities the payments on which may only be in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) the availability of cash or (iii) 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 the principal of and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal and interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise other than any redemption or repayment at the option of the Holder); (b) no Default or with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(d) and (e) are concerned, at any time during the period ending on and including the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (c) such defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer; (d) such defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or any Securities of such series or any other agreement or instrument to which the Issuer is a party or by which it is bound; (e) the Issuer has delivered to the Trustee an Opinion of Counsel to the effect, and such opinion shall confirm, (i) that, based on the fact that (x) the Issuer 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 federal income tax law, in either case, to the effect that Holders of the Securities of such series and the Coupons appertaining thereto will not recognize income, gain or loss, other than with respect to the interest earned on the amounts defeased, for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and (ii) that the trust arising from such deposit shall not constitute an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended; and (f) the Issuer has paid or caused to be paid all other sums then payable hereunder by the Issuer and the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. (C) The Issuer shall be released from its obligations under Article Nine and any other covenants specified pursuant to Section 2.3 with respect to the Securities of any series and any Coupons appertaining thereto on and after the date the conditions set forth below are satisfied (hereinafter, "covenant defeasance"). Notwithstanding For this purpose, such covenant defeasance means that, with respect to the satisfaction outstanding Securities of the applicable series, the Issuer may omit to comply with and discharge shall have no liability in respect of any term, condition or limitation set forth in such Article or any such covenant, whether directly or indirectly by reason of any reference elsewhere herein to such Article or any such covenant or by reason of any reference in such Article to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under Section 5.1, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection (C) of this Section 10.1: (a) the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and Coupons appertaining thereto, (i) cash in an amount, or (ii) in the case of any series of Securities the payment on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure (without investment of such cash or reinvestment of any interest or proceeds from such U.S. Government Obligations) the availability of cash in an amount or (iii) 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 the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable (whether at maturity or upon redemption (through operation of a mandatory sinking fund or otherwise, other than any redemption or repayment at the option of the Holder); (b) no Default or Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as subsections 5.1(d) and (e) are concerned, at any series time during the period ending on the 91st day after the date of Securitiessuch deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (c) such covenant defeasance will not result in a breach or violation of, or constitute a default under, this Indenture, or any Securities issued hereunder or any agreement or instrument to which the obligations Issuer is a party or by which it is bound; (d) such covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 310(b) of the Company Trust Indenture Act of 1939; (e) such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange to be delisted; (f) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect (i) that the Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss, other than with respect to the interest earned on the amounts defeased, for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and (ii) that series under Section 6.7 the trust arising from such deposit shall survive and not constitute an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in The Investment Company Act of 1940, as amended; and (g) the obligations of the Company and Issuer shall have delivered to the Trustee under Sections 3.5an Officer's Certificate and an Opinion of Counsel, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood each stating that all conditions precedent relating to the Company may also elect to exercise its rights under covenant defeasance contemplated by this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiesprovision have been complied with.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of conversion, transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such seriesseries and except as provided in the last sentence of this Section 4.01), and the Trustee, on receipt demand of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i1) either (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee cancelled or for cancellation; or (B) all such Securities of that series theretofore authenticated and delivered but not theretofore canceled or delivered to the Trustee cancelled or for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee cancelled or for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company Company, if any, with respect to the Securities of such series; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied withsatisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 4.02 and 10.3 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series)pursuant hereto and any right to receive Additional Amounts, if any) and the TrusteeTrustees, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: series when (i1) either (Aa) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency has theretofore been deposited in trust with either Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 10.310.03) have been canceled or delivered to the either Trustee for cancellation; or (Bb) all such Securities of that such series not theretofore canceled or delivered to the either Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustees for the giving of notice of redemption by the Trustee Trustees in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the either Trustee as trust funds in trust for the such purpose an amount in the Required Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the such Trustee for cancellation, for principal (and premium, if any) ), interest, if any, and interest Additional Amounts, if any, to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securities.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in the form of Security for such series), for) and the Trustee, on upon receipt of a Company Request Order and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, series when: (a) either (i) either (A) all the Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which Securities that have been replaced or paid as provided in Section 3.6, 3.07 and (ii) Securities of such series for whose payment money in the Required Currency has theretofore that have been deposited in trust or segregated and held in trust by the Company and thereafter repaid subject to the Company or discharged from such trust, as provided in Section 10.3defeasance under Article XII) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1A) have become due and payable, or, (2B) will become due and payable at their Stated Maturity within one year, or (3C) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the CompanyCompany or any Guarantor, as the case may be, in the case of (1A), (2B) or (3C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose in an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) of and interest on such Securities to the date of such deposit (in the case of Securities which of such series that have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions directing the Trustee to apply the funds to the payment of the Securities of such series at the Stated Maturity or Redemption Date, as the case may be; (iib) the Company or any Guarantor, as the case may be, has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iiic) the Company or any Guarantor, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07 and, if money shall survive and have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Company Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive. In the event that there are Securities of two or more series outstanding hereunder, the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such be required to execute an instrument acknowledging satisfaction and discharge. It is understood that the Company may also elect discharge of this Indenture only if requested to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture do so with respect to all Securities of a particular series of Securitiesas to which it is Trustee and if the other conditions thereto are met.

Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Order cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly as hereinafter provided for herein or in the form of Security for such seriesthis Section 8.1), and the Trustee, on receipt of a Company Request and at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (a) either (i) either (A) all outstanding Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6, and (ii) Securities of such series for whose payment money in the Required Currency 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 10.3paid) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or, (2) will become due and payable at their Stated Maturity within one year, or, (3) have been called for redemption or 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 CompanyIssuer, or (4) are deemed paid and discharged pursuant to Section 8.3, as applicable; and the CompanyIssuer, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment of interest and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, for the purpose an amount in the Required Currency sufficient to pay of paying and discharge discharging the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), payable on or prior to the date of such deposit) or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (iib) the Company Issuer has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesIssuer; and (iiic) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company Issuer to the Trustee with respect to that series under Section 6.7 7.7, and, if money shall survive and the obligations of the Company and have been deposited with the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect pursuant to exercise its rights under clause (a) of this Section 4.1 to satisfy 8.1, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and discharge the Indenture with respect to all series of Securities8.5, shall survive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to (i) any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights, duties and obligations of the form Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (iii) remaining obligations of Security for such seriesthe Company to make mandatory sinking fund payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such seriesany series of Securities, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 3.06 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (i) money in dollars in an amount (or if the Securities are denominated in any currency other than dollars, an amount of the applicable currency), or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (A) of this subparagraph money in an amount, or (iii) a combination thereof, sufficient, in the Required Currency sufficient opinion of a nationally recognized investment banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, (A) to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) if all series of Securities are being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 6.07, and, if money shall survive and have been deposited with the Trustee pursuant to Subclause (B) of clause (1) of this Section 4.01, the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5next to last paragraph of Section 10.03, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or and any right to receive Additional Amounts, as provided in the form of Security for such seriesSection 10.10), and the Trustee, on upon receipt of a Company Request Order, and at the expense of the Company, shall execute proper instruments in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such series, series when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.05, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.63.06, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 11.06, and (iiiv) Securities and coupons of such series for whose payment money in the Required Currency 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 10.310.03) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the Required Currency currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premiumpremium or Make-Whole Amount, if any) and interest interest, and any Additional Amounts with respect thereto, to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect as to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series and any predecessor Trustee under Section 6.7 shall survive and 6.06, the obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 Section 4.02 and 10.3 the last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to (i) any surviving rights of conversion or registration of transfer or exchange of Securities of such series herein expressly provided for herein or in for, (ii) rights hereunder of Holders to receive payments of principal of, and premium, if any, and interest on, Securities, and other rights, duties and obligations of the form Holders as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee, (iii) remaining obligations of Security for such seriesthe Company to make mandatory sinking fund payments and (iv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to such seriesany series of Securities, when: (i1) either: (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, 306 and (ii) Securities of such series for whose payment money in the Required Currency 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 10.31003) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1i) have become due and payable, or, (2ii) will become due and payable at their Stated Maturity within one year, or (3iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1i), (2ii) or (3iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for trust (i) money in U.S. dollars (or if the purpose Securities are denominated in a currency other than U.S. dollars, an amount of the applicable currency) in an amount sufficient, or (ii) (a) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (B) of this subparagraph money in an amount, or (b) a combination of such money and such U.S. Government Obligations, sufficient, in the Required Currency sufficient 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 Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; (ii2) if all series of Securities are being discharged, the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iii3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 607, and, if money or U.S. Government Obligations shall survive and have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Company Trustee under Section 402 and the Trustee under Sections 3.5next to last paragraph of Section 1003, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in The Company may terminate its obligations under the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when: (a) either (i) either (A) all the Securities of any series issued that series theretofore have been authenticated and delivered have been accepted by the Trustee for cancellation (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.6, and 2.09); or (ii) all the Securities of such any series for whose payment money in the Required Currency has theretofore issued that have not been deposited in trust or segregated and held in trust accepted by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been canceled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) will or are by their terms to become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under and the Company shall have made irrevocable arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the such Trustee in the Company’s name, and at the expense, of the Company, ’s expense and the Company, in the case of (1), (2) or (3) above, has Company have irrevocably deposited or caused to be deposited with the Trustee as trust sufficient funds in trust for the purpose an amount in the Required Currency sufficient to pay and discharge the entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case series of Securities which have become due to pay principal, interest and payable), or to the Stated Maturity or Redemption Date, as the case may be;any premium; and (iib) the The Company has shall have paid or caused to be paid all other sums then due and payable hereunder by under the Company with respect to the Securities of such seriesIndenture; and (iiic) the The Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for under the Indenture relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series indenture have been complied with. Notwithstanding If the satisfaction and discharge of this Indenture with respect to any series of Securitiesforegoing conditions are met, the obligations Trustee, on demand of the Company to accompanied by an Officers’ Certificate and an Opinion of counsel and at the Trustee with respect to that series under Section 6.7 shall survive cost and the obligations expense of the Company, shall execute proper instruments prepared by the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive acknowledging such satisfaction of and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge discharging the Indenture with respect to such series except as to: (1) rights of registration of transfer and exchange of Securities of such series, and the Company’s right of optional redemption, if any; (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities; (3) rights of Holders to receive payments when due of principal thereof and interest thereon, and remaining rights of the holders to receive mandatory sinking fund payments, if any; (4) the rights, powers, trusts, duties and immunities of the Trustee hereunder, (5) the rights of the Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all series or any of Securitiesthem; and (6) the rights of the Company to be repaid any money pursuant to Sections 9.05 and 9.06).

Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such a series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as with respect to Securities of such series, when: (i1) either (A) all Securities of that such series theretofore authenticated and delivered (other than (i) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.63.06, and (ii) Securities of such series for whose payment money in the Required Currency has or Governmental Obligations have theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid or returned to the Company or discharged from such trust, as provided in Section 10.310.03) have been canceled or delivered to the Trustee for cancellation; or; (B) with respect to all such Outstanding Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements reasonably satisfactory to ,the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (1), (2) or (3) above, Company has irrevocably deposited or caused to be deposited with the Trustee under the terms of a trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the purpose an amount benefit of the Holders of Outstanding Securities for that purpose, money or Government Obligations maturing as to principal and interest in such amounts and at such times as will, together with the Required Currency income to accrue thereon, without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such Securities series not theretofore canceled or delivered to the Trustee for cancellation, cancellation for principal of, premium (and premium, if any) and interest on or any Additional Amounts with respect to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or any Redemption DateDate contemplated by the penultimate paragraph of this Section 4.01, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities of such series; (ii2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 3.01 to be applicable to the discharge of this Indenture with respect to Securities of such series pursuant to this Section 4.01; and (iii4) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with; (5) if the conditions set forth in subclause (A) of clause (1) of Section 4.01 have not been satisfied and unless otherwise specified pursuant to Section 3.01 for the Securities of such series, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, satisfaction and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred; and (6) no Default or Event of Default with respect to the Securities of such issue shall have occurred and be continuing on the date of any such deposit or, in so far as clause (5) or (6) of Section 5.01 is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the trust agreement referred to in subclause (B) of clause (1) of this Section 4.01 shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to any the Securities of such series of Securitiespursuant to this Section 4.01, the obligations of the Company to the Trustee with respect to that series under Section 6.7 shall survive 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and the obligations of the Company Trustee under Section 4.02 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 10.03 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

Satisfaction and Discharge of Indenture. This Indenture If (a) the Company shall cease deliver to be of further effect with respect to any series of Securities (except the Trustee for Sections 10.5 and 16.2, Article XI and any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (i) either (A) cancellation all Securities of that any series theretofore authenticated and delivered (other than (i) any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 3.62.07) and not theretofore cancelled, and or (iib) all the Securities of such series for whose payment money in the Required Currency has 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, as provided in Section 10.3) have been canceled cancelled or delivered to the Trustee for cancellation; or (B) all such Securities of that series not theretofore canceled or delivered to the Trustee for cancellation: (1) cancellation shall have become due and payable, or (2) will or are by their terms to become due and payable at their Stated Maturity within one year, or (3) year or 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, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited Company shall deposit with the Trustee as trust funds in trust for the purpose an entire amount in the Required Currency sufficient to pay and discharge the entire indebtedness on at maturity or upon redemption all of such Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation, for including principal (and premium, if any) and any interest due or to the become due to such date of such deposit (in the case of Securities which have become due and payable), maturity or to the Stated Maturity or Redemption Dateredemption date, as the case may be; (ii) , and if in either case the Company has paid shall also pay or caused cause to be paid all other sums payable 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 , 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 Company has delivered to rights, obligations and immunities of the Trustee an Officers’ Certificate hereunder), and an Opinion the Trustee, on demand of Counsel each stating that all conditions precedent herein provided the Company, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to compensate the Trustee for relating any services thereafter reasonably and 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 or the Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securitiesor all series, the obligations of the Company to the Trustee with respect to that series under Section 6.7 7.06 hereof shall survive and the obligations of the Company and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.

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 affected), shall, upon Company Order, cease to be of further effect with respect to any series of Securities (except for Sections 10.5 and 16.2, Article XI and as to any surviving rights of conversion or registration of transfer or exchange of such Securities of such series herein expressly provided for herein or in the form and rights to receive payments of Security for principal of and premium, if any, and interest on such series), Securities) and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such seriesIndenture, when, (a) either: (i) either (A) all Securities of that such series theretofore authenticated and delivered (other than (iA) Securities of such series which that have been destroyed, lost or stolen and which that have been replaced or paid as provided in Section 3.6, 3.07 and (iiB) Securities of such series for whose payment money in the Required Currency 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 10.36.03) have been canceled or delivered to the Trustee for cancellation; or (Bii) all such Securities of that such series not theretofore canceled or delivered to the Trustee for cancellation:, (1A) have become due and payable, or (2B) will become due and payable at their Stated Maturity within one year, or (3C) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, and in the case of (1A), (2B) or (3C) above, has irrevocably deposited or caused to be deposited with the Trustee or Paying Agent as trust funds in trust for the purpose an amount in the Required Currency in which such Table of Contents Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient to pay and discharge the entire indebtedness Indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, for principal (and premium, if any) , and interest to the date of such deposit (in the case of Securities which that have become due and payable), ) or to the Stated Maturity or Redemption Date, as the case may be; provided, however, in the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the moneys then on deposit with the Trustee to the Company, the obligations of the Company under this Indenture with respect to such Securities shall not be deemed terminated or discharged; (iib) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such seriesCompany; and (iiic) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of SecuritiesIndenture, the obligations of the Company to the Trustee with respect to that series under Section 6.7 11.01 and, if money shall survive and have been deposited with the Trustee pursuant to subclause (B) of clause (a)(i) of this Section, the obligations of the Company Trustee under Section 12.07 and the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 last paragraph of Section 6.03(e) shall survive such satisfaction and discharge. It is understood that the Company may also elect to exercise its rights under this Section 4.1 to satisfy and discharge the Indenture with respect to all series of Securitiessurvive.