Common use of Satisfaction and Discharge Clause in Contracts

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect effect, except as to a Series surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued hereunder, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a1) either: (1i) all such Notes that have been authenticated, previously authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid to the Company, Company or discharged from the trust) have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending a making of a notice of redemption or otherwise or (B) will become due and payable within one year year, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. Canadian dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not previously delivered to the Trustee for cancellation for principal, premium, and Additional Amounts, if any, and accrued interest on the Notes to (but excluding) the date of maturity deposit, in the case of Notes that have become due and payable, or redemptionto (but excluding) the Stated Maturity or redemption date, as the case may be; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Subsidiary Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Subsidiary Guarantor is bound; (c3) the Company or any guarantor of such Notes Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and; (d4) the Company has shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption datedate of redemption, as the case may be. In addition, ; and (5) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten Indenture have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will shall upon the written request of the Company cease to be of further effect with respect to all outstanding Notes (except as to a Series surviving rights of registration of transfer or exchange of Notes issued hereunderherein expressly provided for, the Company’s and any Guarantor’s obligations under Section 7.07, and the Trustee’s and each Paying Agent’s obligations under Sections 8.06 and 8.07), and the Trustee, on demand and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when: (a) eitherEither: (1i) all such outstanding Notes that therefor authenticated and delivered (other than (A) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.07 and (B) Notes for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent and thereafter repaid to the Company, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (2ii) all such outstanding Notes that have not been theretofore delivered to the Trustee for cancellation cancellation: (A) have become due and payable by reason of the sending giving of a notice of redemption or otherwise or will otherwise; or (B) shall become due and payable at their Stated Maturity within one year; or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor, in the case of clause (A), (B) or (C) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, an amount sufficient (without consideration of any reinvestment of interest, interest and as certified by an independent public accountant designated by the Company expressed in a written certification thereof delivered to the Trustee) to pay and discharge the entire indebtedness on of the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal (and premium, if any, ) and accrued and unpaid interest to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionthe Stated Maturity or redemption date, as the case may be: (b) the Company and each Guarantor has paid or caused to be paid all other sums then due and payable hereunder by it under this Indenture; (bc) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this IndentureGuarantor is bound; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. In order to have money available on a payment date to pay principal, premium, if any, or interest on the Notes, the Trustee upon Company request U.S. Government Securities shall acknowledge be payable as to principal, premium, if any, or interest at least one Business Day before such payment date in writing such amounts as shall provide the discharge of necessary money. The U.S. Government Securities shall not be callable at the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Companyissuer’s obligations in connection therewith)option.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have will become due and payable by reason of the sending delivery of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuers have or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to to, but not including, the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company either Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, either Issuer or any guarantor, as applicable, Guarantor is bound; (c) the Company Issuers or any guarantor of such Notes has Guarantor have paid or caused to be paid all sums payable by it the Issuers under this Indenture; and (d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will 12.01 shall be deemed to discharge those provisions of Section 7.07 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will and the Collateral Documents shall be discharged and will shall cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have will become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuers have or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company either Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, either Issuer or any guarantor, as applicable, Guarantor is bound; (c) the Company Issuers or any guarantor of such Notes has Guarantor have paid or caused to be paid all sums payable by it the Issuers under this Indenture; and (d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this IndentureIndenture , if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will 12.01 shall be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticatedauthenticated thereunder, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes issued thereunder that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Amounts to the date of maturity Stated Maturity or redemption, as the case may be; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit or liens securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a1)(b) of this Section 10.019.01, the provisions of Sections 10.02 8.06 and 8.06 9.02 hereof will survive. In addition, nothing in this Section 10.01 9.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect effect, except as to a Series surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued hereunder, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a1) either: (1i) all such Notes that have been authenticated, previously authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid to the Company, Company or discharged from the trust) have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending a making of a notice of redemption or otherwise or (B) will become due and payable within one year year, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. Canadian dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not previously delivered to the Trustee for cancellation for principal, premium, if any, Additional Amounts, and accrued interest on the Notes to (but excluding) the date of maturity deposit, in the case of Notes that have become due and payable, or redemptionto (but excluding) the Stated Maturity or redemption date, as the case may be; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Subsidiary Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Subsidiary Guarantor is bound; (c3) the Company or any guarantor of such Notes Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and; (d4) the Company has shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption datedate of redemption, as the case may be. In addition, ; and (5) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten Indenture have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to a Series of all Notes issued hereunder, whenand the Note Guarantees when (1) either: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose which payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivering of a notice of redemption or otherwise or will shall become due and payable within one year and the Company Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, dollars or non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; redemption (b) no Default or Event for the avoidance of Default has occurred and doubt, in the case of a discharge that occurs in connection with a redemption that is continuing to occur on a redemption date pursuant to Section 3.07(b), the amount to be deposited shall be the amount that, as of the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which reasonably deemed sufficient to make the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the redemption payment of the Notes at maturity or on the redemption date, in the good-faith determination of the Board of Directors of the Issuer pursuant to a resolution of the Board of Directors of the Issuer and as the case may be. In addition, the Company must deliver evidenced by an Officer’s Certificate and an Opinion of Counsel Certificate, with any deficit in such redemption payment required to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been be deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid on or caused to be paid all other sums payable hereunder by the Company, and delivered prior to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewithredemption date).;

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of Notes all Securities issued hereunder, when: (a1) either: (1A) all such Notes Securities that have been authenticated, except lost, stolen or destroyed Notes Securities that have been replaced or paid and Notes Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes Securities that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollarsDollars, non-callable Government Securities, 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 on the Notes Securities not delivered to the Trustee for cancellation for principal, premium, if any, principal and accrued interest to the date of maturity or redemptionMaturity; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other material instrument than this Indenture) to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes Securities at maturity or on the redemption date, as the case may beMaturity. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee trustee (a) an Officers’ Certificate, stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (3) above have been satisfied, and (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent set forth in clauses (2) and (3) above have been satisfied; provided that the Opinion of Counsel with respect to clause (2) above may be to the knowledge of such counsel. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2B) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunderthereunder, when: (a) eitherEither: (1) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, Issuers) have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company has Issuers or any Subsidiary Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiuminterest, if any, and accrued interest the maximum amount payable as premium to the date of maturity or redemption; (b) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which either of the Company Issuers or any guarantor, as applicable, Subsidiary Guarantor is a party or by which either of the Company, Issuers or any guarantorSubsidiary Guarantor is bound (other than, in each case, a Default or Event of Default, as applicable, is boundoccurring as a result of borrowing funds to be applied to make such deposit or granting Liens in connection therewith); (c) the Company or any guarantor of such Notes Issuers and each Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must The Issuers shall deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the above, the Trustee shall pay to the Issuers from time to time upon the request of the Partnership any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in under this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)Twelve.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable at their maturity within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default the Company or Event of Default any Guarantor has occurred and is continuing on the date of such deposit (other than a Default paid or Event of Default resulting from the borrowing of funds caused to be applied to such depositpaid all other sums payable by it under this Indenture; (3) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other material instrument to which than this Indenture) of the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this IndentureGuarantor; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or redemption(ii) have been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all such Notes; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this IndentureIndenture and the other Note Documents; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may bematurity. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2B) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02, 8.06 and 8.06 Article 14 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, Issuer or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuer or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Supplemental Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, thereof in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Special Interest, if any, to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company any Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, any Issuer or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuers or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuers must deliver (a) an Officer’s Officers’ Certificate stating that all conditions precedent set forth in clauses (1) through (4) above have been satisfied and (b) an Opinion of Counsel to the Trustee (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent to satisfaction and discharge set forth in Section 11.01(2) and (4) have been satisfied; provided that the Opinion of Counsel with respect to 11.01(2) above may be to the knowledge of such counsel. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticatedauthenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Companytrust, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the Company expense of the Issuer; (b) the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, 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 Indebtedness on the such Notes not previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; (bc) no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company an Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, an Issuer or any guarantor, as applicable, Guarantor is bound; (cd) the Company Issuer or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it the Issuer under this Indenture; and (de) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Notes issued hereunder at maturity or on the redemption date, as the case may be. In addition, the Company must Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (aa)(2) of this Section 10.0111.1, the provisions of Sections 10.02 11.2 and 8.06 8.6 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series all Notes of either series issued hereunder (except as to surviving rights of registration, transfer or exchange of such Notes issued hereunderand as otherwise specified in this Indenture), when: (a1) either: (1A) all Notes of such Notes series that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2B) all Notes of such Notes series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or otherwise and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes of such series not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of fixed maturity or redemption; (b2) in the case of clause (1)(B) above, no Default or Event of Default with respect to such series of Notes has occurred and is continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any instrument (other material instrument than this Indenture with respect to such series of Notes and the agreements governing any other Indebtedness that is being defeased, discharged or replaced) to which the Company Targa Resources Partners or any guarantor, as applicable, Guarantor is a party or by which the Company, Targa Resources Partners or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuers or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, hereof that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunderhereunder (except as to surviving rights of registration, transfer or exchange of the Notes and as otherwise specified in this Indenture), when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of fixed maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Targa Resources Partners or any guarantor, as applicable, Guarantor is a party or by which the Company, Targa Resources Partners or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuers or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, hereof that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such outstanding Notes that have been authenticatedor will become due and payable at their scheduled maturity, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellationwithin one year; or (2b) all such outstanding Notes that have not been delivered to the Trustee are scheduled for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year year; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, however, that the foregoing shall not discharge the Company’s obligation to effect conversion, registration of transfer or exchange of securities in accordance with the terms of this Indenture; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default Default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections Section 10.02 and 8.06 hereof will of Article 4 shall survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemptionredemption (assuming the payment of interest as Cash Interest through such date); (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 Section 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions Indenture or to discharge contained in this Article Ten have been satisfied, and relieve the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered from its obligations with respect to the Trustee an Officer’s Certificate Notes under Article 2 and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)4.02 hereof.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunderhereunder (except as otherwise specified herein), when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of fixed maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Sunoco LP or any guarantor, as applicable, Guarantor is a party or by which the Company, Sunoco LP or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuers or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has or Government Securities have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.0111.01, the provisions of Sections 10.02 2.06, 2.07, 2.10, 8.06 and 8.06 11.02 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, hereof that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1i) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (2ii) of clause (a) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination thereofof cash in Dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (aa)(2) of this Section 10.0112.1, the provisions of Sections 10.02 12.2 and 8.06 8.6 hereof will survive. In addition, nothing in this Section 10.01 12.1 will be deemed to discharge those provisions of Section 7.07 7.7 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02, Section 7.07 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lostlast, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute constitute, a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survivesurvive until such funds are properly applied. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticatedauthenticated thereunder, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellation; or (2b) all such Notes issued thereunder that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity Stated Maturity or redemption, as the case may be; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit or liens securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Issuer is a party or by which the Company, or any guarantor, as applicable, Issuer is bound; (c3) the Company or any guarantor of such Notes Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a1)(b) of this Section 10.01, the provisions of Sections 8.06 and 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound); (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect effect, as to a all Notes of any Series of Notes issued hereunder, when: (a) either: (1) all such Notes of any Series that have been authenticated, except lost, stolen or destroyed Notes notes that have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes of any Series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable or redeemable within one year year, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes of such Series not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such Series at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion opinion of Counsel counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture Indenture, the Collateral Documents and the Intercreditor Agreement will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1i) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Collateral Documents and the Intercreditor Agreement, if money has shall have been deposited with the Trustee pursuant to subclause (2ii) of clause (a) of this Section 10.01Section, the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year either upon Stated Maturity or by virtue of earlier redemption under arrangements reasonably satisfactory to the Trustee in accordance with the terms of this Indenture and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not previously delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending giving of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, any premium and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Subsidiary Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Subsidiary Guarantor is bound; (c3) the Company or any guarantor of such Notes Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of the Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered Company delivers to the Trustee all outstanding Notes issued under this Indenture (other than Notes replaced because of mutilation, loss, destruction or wrongful taking) for cancellation; or (2) all such Notes that have outstanding under this Indenture and not been previously delivered to the Trustee for cancellation have become due and payable by reason payable, whether at maturity or as a result of the mailing or sending of a notice of redemption or otherwise or will become due and payable within one year (including as result of the mailing or sending of a notice of redemption), and the Company has irrevocably deposited or caused to be deposited deposits with the Trustee as trust funds in trust solely for the benefit of the Holders of such the Notes, cash in U.S. dollars, non-callable noncallable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants without consideration of any reinvestment of interestreinvestment, to pay at maturity or upon redemption all Notes outstanding under this Indenture and discharge the entire indebtedness on the Notes not previously delivered to the Trustee for cancellation for principalcancellation, premium, if any, and accrued including interest thereon to the date of maturity or redemption, as applicable; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantorHoldings, as applicable, is a party or by which the Company, Company or any guarantorHoldings, as applicable, is bound; (c) the Company or any guarantor Holdings of such Notes has paid or caused to be paid all sums payable by it under this IndentureIndenture with respect to such Notes; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten X have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfiedcomplied with, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunderhereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified herein), when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise or are to be called for redemption within one year under arrangements satisfactory to the Trustee and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other material instrument than this Indenture) to which the Company or any guarantor, as applicable, of its Restricted Subsidiaries is a party or by which the Company, Company or any guarantorof its Restricted Subsidiaries is bound (other than any such default resulting from any borrowing of funds to be applied to make the deposit and any similar simultaneous deposit relating to other Indebtedness, as applicable, is boundand the granting of Liens in connection therewith); (c3) the Company Issuers, the Parent or any guarantor of such Notes has Guarantor have paid or caused to be paid all sums payable by it them under this Indenture; and (d4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be. . (b) In addition, the Company Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. . (c) Upon a satisfaction and discharge e in accordance with this Article 12 the Collateral will be released from the Liens securing the Notes, each Guarantor will be released and relieved from its Subsidiary Guarantee and the Parent will be released and relieved from the Parent Guarantee. (d) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.0112.01(a)(1)(b), the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions Indenture or to discharge contained in this Article Ten have been satisfied, and relieve the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered from its obligations with respect to the Trustee an Officer’s Certificate Notes under Article 2 and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)4.02 hereof.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunderthereunder, when: (a) either: (1i) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, Issuers) have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company has Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, Interest, and premium, if any, and accrued interest to the date of maturity or redemption;; and in the case of this Section 12.01(a)(ii), (bA) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which either of the Company Issuers or any guarantor, as applicable, Guarantor is a party or by which either of the Company, Issuers or any guarantor, as applicable, Guarantor is bound; (cB) each of the Company or any guarantor of such Notes Issuers and each Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (dC) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must The Issuers shall deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the above, the Trustee shall pay to the Partnership from time to time upon the request of the Partnership any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in under this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)12.

Satisfaction and Discharge. This Indenture will be discharged and will shall, upon the request of the Company set forth in an Officers' Certificate, cease to be of further effect as to a Series and the Trustee, at the expense of Notes issued hereunderthe Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either: (1) either (A) all such Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and as provided in Section 2.07, (ii) Notes for whose which payment money has theretofore been deposited in trust with or paid to the Trustee and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 5.03) have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation, (i) have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice by the Trustee in the name, and at the expense, of the Company, and the Company Company, in the case of (i), (ii) or (iii) of this subclause (B), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash purpose an amount in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of United States dollars, or a combination thereofof United States dollars and U.S. Government Obligations, in such amounts as will be sufficient, without consideration of any reinvestment of interest, sufficient to pay and discharge the entire indebtedness on the such Notes not delivered to the Trustee for cancellation for principal, principal (and premium, if any, ) and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default in the case of Notes which have become due and payable) or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption dateRedemption Date, as the case may be. In addition; 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 must deliver an Officer’s Certificate and an Opinion of Counsel under this Indenture with respect to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause such Notes shall not be deemed terminated or discharged; (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and ; (3) the Company has delivered to the Trustee an Officer’s 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 such Notes have been satisfied, complied with; and (4) the Company has delivered to the Trustee upon Company request shall acknowledge in writing an Opinion of Counsel or a ruling by the Internal Revenue Service to the effect that Holders of the Notes 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, this Indenture shall continue in effect as to (i) rights of registration of transfer and exchange of Notes, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and any premium and interest thereon, upon the obligations original stated due dates therefor (but not upon acceleration of the Company maturity), (except for those surviving obligations specified in this Section 10.01 and iv) the rights, powers, trusts, duties obligations and immunities of the Trustee hereunder and (v) the rights of the Holders of Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company’s , shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, the obligations in connection therewith)of the Company to the Trustee under Section 9.07 shall survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to a Series of all Notes issued hereunder, hereunder when: (ai) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivering of a notice of redemption or otherwise or will become due and payable within one year year, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, and accrued interest on, the Notes to (but not including) the date of maturity or redemption; (bii) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (ciii) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenturehereunder; and (div) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such outstanding Notes that have been authenticatedor will become due and payable at their scheduled maturity, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellationwithin one year; or (2b) all such outstanding Notes that have not been delivered to the Trustee are scheduled for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year year; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption; provided, however, that the foregoing shall not discharge the Company's obligation to effect conversion, registration of transfer or exchange of securities in accordance with the terms of this Indenture; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections Section 10.02 and 8.06 hereof will of Article 4 shall survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Supplemental Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivery of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, nonEuros or Euro-callable Denominated Designated Government Securities, or a combination thereofObligations, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantorGuarantor is bound (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, as applicablein each case, is boundthe granting of Liens in connection therewith); (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of Notes all notes issued hereunder, when: (a1) either: (1A) all such Notes notes that have been authenticatedauthenticated and delivered (other than destroyed, except lost, lost or stolen or destroyed Notes notes that have been replaced or replaced, notes that are paid and Notes notes for whose payment money has or securities have theretofore been deposited in trust and thereafter repaid to the Company, Issuers) have been delivered to the Trustee for cancellation; cancellation and the Issuers or any other Obligor have paid or caused to be paid all sums payable under this Indenture, or (2B) all such Notes that have notes not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption payable, mature within one year or otherwise or will become come due and payable within one year, or are to be called for redemption within one year and the Company has Issuers or any other Obligor have irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in money or U.S. dollars, non-callable Government Securities, Obligations or a combination thereof, in such amounts as will be of the two sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest on the notes to the date of deposit (in the case of notes that have become due and payable), the date of maturity or redemptionredemption and all other sums payable under this Indenture; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to and such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, under such Indenture or any other material instrument to which the Company Issuers or any guarantor, as applicable, other Obligor is a party or by which the Company, Issuers or any guarantor, as applicable, other Obligor is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d3) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes notes at maturity or on the redemption date, as the case may beapplicable. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion opinion of Counsel counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2B) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer), have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable noncallable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium Additional Amounts, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, Issuer or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuer or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 7.08 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellationcancelation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have cancelation will become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee or its designee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation cancelation for principal, principal and premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such the deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Issuer is a party or by which the Company, or any guarantor, as applicable, Issuer is bound; (c) the Company or any guarantor of such Notes Issuer has paid or caused to be paid all sums payable by it the Issuer under this Indenture; and (d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01Section, the provisions of Sections Section 10.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will shall be deemed to discharge those provisions of Section 7.07 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a1)(B) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunderhereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in this Article 11), and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company either Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, interest and accrued interest Additional Interest, if any, to the date of maturity Stated Maturity or redemption; (b) in respect of subclause (2) of clause (a) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or 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 Liens to secure such borrowings, all or a portion of which are to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company either Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, either Issuer or any guarantorGuarantor is bound (other than with respect to the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness, as applicableand in each case the granting of Liens to secure such borrowings, is boundall or a portion of which are to be applied to such deposit); (c) the Company or any guarantor of such Notes has Issuers have paid or caused to be paid all other sums payable by it the Issuers under this Indenture; and (d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has or Government Securities have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must shall deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 13.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture (including the Note Guarantees) and (to the extent relating to the Notes) all Security Documents will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, and the Trustee and the Collateral Agent, at the expense of the Issuers, shall execute proper instruments acknowledging the same, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption (or delivering such notice of redemption in accordance with the procedures of DTC) or otherwise or will become due and payable within one year and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens to secure such Indebtedness) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company an Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, an Issuer or any guarantorGuarantor is bound (other than instruments being contemporaneously repaid, as applicable, is bounddefeased or terminated); (c3) the Company Issuers or any guarantor of such Notes has Guarantors have paid or caused to be paid all sums payable by it them under this Indenture; and (d4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.0112.01(1)(b), the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than as a Default or Event result of Default resulting from the borrowing of funds Company’s failure to be applied to such deposit) comply with Section 4.15 hereof and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2B) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivery of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon Company request and delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel as described above, the Trustee shall acknowledge in writing the discharge of the obligations of the Company and the Guarantors under this Indenture (except for those surviving rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and Guarantors’ obligations in connection therewith). Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof7.07, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes and Note Guarantees issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyAREP, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation (1) have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or otherwise, (2) will become due and payable within one year or (3) are to be called for redemption within 12 months 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 Company, and the Company has or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, principal and premium, if any, and accrued but unpaid interest to the date of maturity or redemption; (b2) no Default or of Event of Default has occurred and is continuing on the date of such the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has or any Guarantor have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Supplemental Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds funds, or the imposition of any Liens in connection therewith, to be applied to such deposit, or a Default or Event of Default that will be cured by such discharge); (3) and the such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other material instrument than this Supplemental Indenture) to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c4) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and (d5) the Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee (a) an Officers’ Certificate, stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (5) above have been satisfied, and (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent set forth in clauses (3) and (5) above have been satisfied; provided that the Opinion of Counsel with respect to clause (3) above may be to the knowledge of such counsel. Notwithstanding the satisfaction and discharge of this Supplemental Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Supplemental Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable at their maturity within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable non‑callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one (1) year and the Company has irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated or appointed by the Trustee for this purpose) as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and non-callable U.S. Government Obligations, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default with respect to the Notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate of the Company and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause sub clause (2B) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1i) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, dollars and non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of maturity or redemption; (b) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Subsidiary Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Subsidiary Guarantor is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or non-callable Government Securities toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the The Company must shall deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survivesurvive such satisfaction and discharge. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debt on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemptionmaturity; (b) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may bematurity. In addition, the The Company must shall deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year year, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid (or deposited for payment as set forth above) all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of Notes issued hereunder, when: (a) eitherIf at any time: (1) the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on all such Notes that the outstanding Notes, as and when the same shall have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid become due and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; orpayable, (2) all such Notes that the Company shall have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and all outstanding Notes, or (3) the Company has shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds the entire amount in trust solely for the benefit of the Holders of such Notes(A) cash, cash in (B) U.S. dollars, non-callable Government Securities, or a combination thereof, Obligations maturing as to principal and interest in such amounts and at such times as will be insure the availability of cash, or (C) a combination of cash and U.S. Government Obligations, in any case sufficient, without consideration reinvestment, as certified by an independent public accounting firm of any reinvestment of interestnational reputation in a written certification delivered to the Trustee, to pay and discharge at maturity or the entire indebtedness on the Notes not delivered applicable redemption date (provided that notice of redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for cancellation for principalthe giving of any notice of redemption) all outstanding Notes, premium, if any, including principal and accrued any premium and interest due or to the become due to such date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption datematurity, as the case may be. In addition, and if, in any such case, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid shall also pay or caused 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 delivered exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and any premium and interest thereon, upon the original stated due dates therefor or upon the applicable redemption date (but not upon acceleration of maturity) from the moneys and U.S. Government Obligations held by the Trustee pursuant to Section 6.2 hereof, (iv) the rights and immunities of the Trustee hereunder, (v) the rights of the Holders of Notes as beneficiaries hereof with respect to the property so deposited with the Trustee an Officer’s Certificate payable to all or any of them, (vi) the obligations and Opinion rights of Counselthe Trustee and the Company under Section 6.4 hereof, and (vii) the duties of the Trustee with respect to any of the foregoing), and the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and its obligations under, the Notes, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture and the Trustee shall at the request of the Company return to the Company all Pledged First Mortgage Bonds and all other property and money held by it under this Indenture and determined by it from time to time in accordance with the certification pursuant to this Section 6.1(a)(3) to be in excess of the amount required to be held under this Section. If the Notes are deemed to be paid and discharged pursuant to this Section 6.1(a)(3) within 15 days after those Notes are so deemed to be paid and discharged, the Trustee shall cause a written notice to be given to each stating Holder in the manner provided by Section 17.10 hereof. The notice shall: (i) state that all conditions precedent the Notes are deemed to be paid and discharged; (ii) set forth a description of any U.S. Government Obligations and cash held by the Trustee as described above; (iii) if any Notes will be called for redemption, specify the date or dates on which those Notes are to be called for redemption. Notwithstanding the satisfaction and discharge have been satisfiedof this Indenture, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in to the Trustee under Section 10.6 hereof shall survive. If the Notes are deemed paid and discharged pursuant to this Section 10.01 6.1, the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the related Pledged First Mortgage Bonds shall be satisfied and discharged and the rightsrelated Pledged First Mortgage Bonds shall cease to secure the Notes in any manner. (b) If at any time: (1) the Company shall have paid or caused to be paid the principal of and premium, powersif any, trustsand interest on any Note, duties as and immunities when the same shall have become due and payable, (2) the Company shall have delivered to the Trustee for cancellation any outstanding Note, or (3) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds the entire amount in (A) cash, (B) U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, or (C) a combination of cash and U.S. Government Obligations, in any case sufficient, without reinvestment, as certified by an independent public accounting firm of national reputation in a written certification delivered to the Trustee, to pay at maturity or the applicable redemption date (provided that notice of redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of any notice of redemption) any outstanding Note, including principal and any premium and interest due or to become due to such date of maturity, as the case may be, such Note shall cease to be entitled to any lien, benefit or security under this Indenture and this Indenture will cease to be of further effect with respect to such Note. Upon a Note ceasing to be entitled to any lien, benefit or security under this Indenture, the obligation of the Trustee hereunder Company to make payment with respect to principal of and premium, if any, and interest on a principal amount of the Company’s obligations related Pledged First Mortgage Bonds equal to the principal amount of such Note shall be satisfied and discharged and such portion of the principal amount of such Pledged First Mortgage Bonds shall cease to secure the Notes in connection therewith)any manner.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticatedauthenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Companytrust, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the expense of the Company; (b) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, 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 Indebtedness on the such Notes not previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; (bc) no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (cd) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it the Company under this Indenture; and (de) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money in U.S. dollars toward the payment of the such Notes issued hereunder at maturity or on the redemption date, as the case may be. In addition, the Company must shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligation to the Trustee in Section 7.7 hereof and, if money in U.S. dollars has been deposited with the Trustee pursuant to subclause (2) of clause (aa)(2) of this Section 10.0111.1, the provisions of Sections 10.02 11.2 and 8.06 8.6 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, thereunder when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) Parent or the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2B) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 (“Application of Trust Money”) and 8.06 (“Repayment to Company”) hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 (“Compensation and Indemnity”) hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes and Indenture Guarantees issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to Article Eight concurrently with such depositincurrence) and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will upon request of the Company cease to be of further effect (except as to a Series certain provisions governing registration of Notes issued hereunder, transfer or exchange of the Securities and payments thereon when: (aA) either: either (1) all such Notes Securities theretofore authenticated and delivered (other than (i) Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid and Notes (ii) Securities for whose payment (x) cash in United States dollars or (y) U.S. Government Obligations maturing as to principal, premium, if any, and interest in such amounts of money has and at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on the outstanding Securities not later than one day before the past due date of any payment, have theretofore been deposited in trust and thereafter repaid to with the Company, Trustee or any Paying Agent) have been delivered to the Trustee for cancellation; or , or (2) all such Notes that have Securities not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending of a notice of redemption payable, or otherwise or (ii) will become due and payable at their stated maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Company, in the case of (2)(i), (2)(ii) or (2)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire indebtedness on the Notes such Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default in the case of Securities which have become due and payable) or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at stated maturity or on the redemption dateRedemption Date, as the case may be. In addition, together with instructions from the Company must deliver an Officer’s Certificate and an Opinion of Counsel irrevocably directing the Trustee to apply such funds to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding payment thereof at maturity or redemption, as the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause case may be; (2B) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums then due and payable hereunder by the Company, and ; and (C) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of CounselCounsel that, each stating taken together, state that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)complied with.

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect effect, except as to a Series surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued hereunder, when: (a) either: (1i) all such Notes that have been authenticated, previously authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid to the Company, Company or discharged from the trust) have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending a making of a notice of redemption or otherwise or (B) will become due and payable within one year year, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not previously delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest on the Notes to the date of maturity deposit, in the case of Notes that have become due and payable, or redemptionto the Stated Maturity or redemption date, as the case may be; (b) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all other sums payable by it under this Indenture; and; (d) the Company has shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption datedate of redemption, as the case may be. In addition, ; and (e) the Company must deliver shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten Indenture have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be satisfied and discharged and will cease to be of further effect as to a Series of all Notes issued hereunderhereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in this Indenture), when: (a1) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company either an Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principalprincipal of, premium, if any, and accrued interest and Liquidated Damages, if any, on, the Notes to the date of maturity or redemption; (b2) in respect of clause (B) of Section 11.01(1), no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company either Issuer or any guarantor, as applicable, Guarantor is a party or by which either Issuer or any Guarantor is bound (other than with respect to the Companyborrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and, in each case, the granting of Liens to secure such borrowings); (3) the Issuers have, or any guarantorGuarantor has, as applicable, is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it them under this Indenture; and (d4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee (a) an Officers’ Certificate, stating that all conditions precedent set forth in clauses (1) through (4) of this Section 11.01 have been satisfied and (b) an Opinion of Counsel (which Opinion of Counsel may be subject to satisfaction customary assumptions and discharge have qualifications), stating that the condition precedent set forth in clause (4) of this Section 11.01 has been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause clause (2B) of clause (a) of this Section 10.0111.01(1), the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture and the other Notes Documents will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified hereunder), when: (a) either: (1i) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other material instrument than this Indenture) to which the Company or any guarantor, as applicable, of its Subsidiaries is a party or by which the Company, Company or any guarantor, as applicable, of its Subsidiaries is bound; (c) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; andhereunder; (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating Counsel, which, taken together, state that all conditions precedent under this Indenture and the other Notes Documents relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten such Notes Documents have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)complied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes and Indenture Guarantees issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2a) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest interest, if any, to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is boundbound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith); (c) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will and the Notes shall be discharged (and will all Liens on the Collateral securing the Notes shall be released) and this Indenture shall cease to be of further effect as to a Series of all Notes issued hereunderthereunder, when: (a1) either: (1a) all such the Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee Trustees for cancellation; or (2b) all such the Notes that have not been delivered to the Trustee Trustees for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will shall become due and payable within one year and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustees as trust funds in trust solely for the benefit of the Holders of such the Notes, cash in U.S. Canadian dollars, non-callable Government SecuritiesCanadian government securities, or a combination thereofof any of the foregoing, in such amounts as will shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee Trustees for cancellation for principalprincipal of, or interest and premium, if any, and accrued interest to on, such outstanding Notes on the date of maturity Stated Maturity thereof or redemptionthe applicable redemption date; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens to secure such borrowing) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, Issuer or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuer or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company Issuer has delivered irrevocable instructions to the Trustee Trustees under this Indenture to apply the deposited money toward the payment of the Notes at maturity the Stated Maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion opinion of Counsel counsel to the Trustee Trustees stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding The Collateral shall be released from the Liens securing the Notes, as provided under Section 10.6, upon a satisfaction and discharge of this Indenture, if money has been deposited in accordance with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01provisions described above. Upon request, the provisions Collateral Agent shall acknowledge the release of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions such Liens upon presentation of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion an opinion of Counselcounsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified as provided in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)9.1.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, and, as between the Company and the Holders, all such Notes shall be deemed to be not outstanding, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption prepayment or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, principal and accrued interest to the date of maturity or redemptionprepayment; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (c3) the Company or any guarantor of such Notes has paid (or deposited in accordance with clause (1)(b) above) or caused to be paid (or so deposited) all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption prepayment date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 and 8.06 hereof Section 8.02 will survive. In addition, nothing in this Section 10.01 8.01 will be deemed to discharge those provisions of Section 7.07 6.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to a Series of all Notes issued hereunder, when: (ai) either: (1A) all such Notes that have been authenticated, authenticated under this Indenture (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, Issuers) have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will shall become due and payable within one year and the Company has Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will shall be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (bii) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuers or any guarantor, as applicable, is Guarantor are a party or by which the Company, Issuers or any guarantor, as applicable, is Guarantor are bound; (ciii) the Company Issuers or any guarantor of such Notes has Guarantor have paid or caused to be paid all sums payable by it them under this Indenture; and (div) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company . (b) The Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. . (c) Notwithstanding the above, the Trustee shall pay to the Issuers or any Guarantor from time to time upon their request any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge of under this Indenture, if money has been deposited with the Trustee pursuant to subclause Article Eleven. (2d) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge Eleven have been satisfied, the Trustee upon Company written request shall acknowledge in writing the discharge of the obligations of the Company Issuers and the Guarantors under this Indenture (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith11.01).

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to a Series all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of Notes issued hereunderexpressly provided for herein, the Company's obligations under Section 7.07, and the Trustee's and each Paying Agent's obligations under Sections 13.02 and 13.03), when: (ai) either: (1) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in money or U.S. dollars, non-callable Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest interest, including Special Interest, if any, to the date of maturity or redemption; (bii) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (ciii) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (div) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or U.S. Government Obligations toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the . (b) The Company must shall deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Supplemental Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds funds, or the imposition of any Liens in connection therewith, to be applied to such deposit, or a Default or Event of Default that will be cured by such discharge); (3) and the such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other material instrument than this Supplemental Indenture) to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c4) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and (d5) the Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee (a) an Officers’ Certificate, stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (5) above have been satisfied, and (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent set forth in clauses (3) and (5) above have been satisfied; provided that the Opinion of Counsel with respect to clause (3) above may be to the knowledge of such counsel. Notwithstanding the satisfaction and discharge of this Supplemental Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Supplemental Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to a Series of all Notes issued hereunderthereunder, when: (ai) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year year, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, interest to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (bii) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (ciii) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenturehereunder; and (div) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (ai) eitherEither: (1A) all such the Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such the Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending giving of a notice of redemption or otherwise or will become due and payable by reason of the giving of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (bii) in the case of subclause (i)(B) above, no Default or Event of Default has occurred and is continuing under this Indenture on the date of such the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the or arising in connection with borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (ciii) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (div) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. . (c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2B) of clause (ai) of this Section 10.0111.01(a), the provisions of Sections 10.02 11.02 and 8.06 hereof will survivesurvive such satisfaction and discharge. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, Issuer) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, Issuer or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuer or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.0112.01, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has shall have occurred and is be continuing on the date of such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied, and the Trustee on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, shall survive the such satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)discharge.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a) either: (1) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellation; or (2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing or transmitting of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such the Notes, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest interest, if any, to the date of maturity or redemption; (b) in respect of subclause (2) of clause (a) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, Issuer or any guarantorGuarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, as applicable, is boundand in each case the granting of Liens to secure such borrowings); (c) the Company Issuer or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this IndentureIndenture with respect to the Notes; and (d) the Company Issuer has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating to the effect that all conditions precedent to satisfaction and discharge of the Notes have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.0111.01, the provisions of Sections 10.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, Issuer) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year year, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, interest to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, Additional Interest, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any guarantor, as applicable, Guarantor is a party or by which the Company, Issuer or any guarantor, as applicable, Guarantor is bound; (c3) the Company Issuer or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (ai) either: (1A) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2B) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, (a) cash in U.S. dollarseuros, non-callable European Government Securities, or a combination thereof, in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (bii) no Default or Event of Default has occurred and is continuing under this Indenture on the date of such the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or by which the Company, or any guarantor, as applicable, Company is bound; (ciii) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (div) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. . (c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2B) of clause (a1) of this Section 10.0112.01(a), the provisions of Sections 10.02 12.02 and 8.06 hereof will survivesurvive such satisfaction and discharge. In addition, nothing in this Section 10.01 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect effect, except as to a Series surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued hereunder, when: (a) either: (1i) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2ii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants in the case of non-callable Government Securities (or, if a nationally recognized firm of independent public accountants declines to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer), without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of such the deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens in connection therewith) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity their Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to the satisfaction and discharge have been satisfiedcomplied with. Upon discharge of this Indenture, the Trustee upon Company request shall acknowledge in writing the discharge Security Documents and Subsidiary Guarantees will automatically terminate and cease to be of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 further effect and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)all Notes Liens will be automatically released.

Satisfaction and Discharge. This Indenture will be discharged discharged, and will cease to be of further effect as to a Series of all Notes issued hereunderand all Note Guarantees, when: (a) either: : (1A) all such Notes that have been authenticatedtheretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Companytrust, have been delivered to the Trustee for cancellation; or or (2B) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending giving of a notice of redemption or otherwise or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit (consisting of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, Securities or a combination thereof) in an amount sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in such amounts as will be sufficienta written certification delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest to the Stated Maturity or date of maturity or redemption; (b) the Company or any Guarantor has paid or caused to be paid all other sums then due and payable under this Indenture; (c) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such depositdeposit and any similar and simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or material instrument (other than this Indenture) to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c) the Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (d) the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause ; and (2e) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to satisfaction and discharge the Discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith)complied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, ) have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, 87 in such amounts as will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01Section, the provisions of Sections 10.02 Section 13.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 13.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to a Series of all Notes issued hereunder, when: (a1) either: (1a) all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (2b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such NotesHolders, cash in U.S. dollars, non-callable Government Securities, 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 Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or redemption; (b2) no Default or Event of Default has occurred and is continuing on the date of such the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, Guarantor is a party or by which the Company, Company or any guarantor, as applicable, Guarantor is bound; (c3) the Company or any guarantor of such Notes Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (d4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2b) of clause (a1) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).