Common use of Satisfaction Discharge and Defeasance Clause in Contracts

Satisfaction Discharge and Defeasance. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for) and any Coupons appertaining thereto, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when (1) either (A) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇▇) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (iv) Securities of such series and Coupons for whose payment Money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) all such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation, for principal of (and premium, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons to the date of such deposit (in the case of Securities and Coupons of such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) 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 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 complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall survive.

Satisfaction Discharge and Defeasance. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (We may discharge our obligations under each indenture, except as to any surviving to: • the rights of registration of transfer or and exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for) and any Coupons appertaining theretodebt securities, and the Trusteeour right of optional redemption, at the expense if any; • substitution of the Companymutilated, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such seriesdefaced, when (1) either (A) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen debt securities; • the rights of holders of the debt securities to receive payments of principal and which interest; • the rights, obligations and immunities of the trustee; and • the rights of the holders of the debt securities as beneficiaries with respect to the property deposited with the trustee payable to them (as described below); when: • either: • all debt securities of any series issued that have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇▇) Coupons appertaining to Bearer Securities of such series called for redemption authenticated and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (iv) Securities of such series and Coupons for whose payment Money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) delivered have been delivered by us to the Trustee trustee for cancellation; or (B) or • all such Securities and Coupons the debt securities of such any series issued that have not theretofore been delivered by us to the Trustee trustee for cancellation (i) cancellation have become due and payable, or (ii) payable or will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, year or are to be called for redemption within one year under arrangements satisfactory to the Trustee trustee for the giving of notice of redemption by such trustee in our name and at our expense, and we have irrevocably deposited or caused to be deposited with the trustee as trust funds the entire amount sufficient to pay at maturity or upon redemption all debt securities of such series not delivered to the trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption; • we have paid or caused to be paid all other sums then due and payable under such indenture; and • we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under such indenture relating to the satisfaction and discharge of such indenture have been complied with. In addition, unless the applicable prospectus supplement and supplemental indenture otherwise provide, we may elect either (i) to have our obligations under each indenture discharged with respect to the outstanding debt securities of any series (“legal defeasance”) or (ii) to be released from our obligations under each indenture with respect to certain covenants applicable to the outstanding debt securities of any series (“covenant defeasance”). Legal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of such series under such indenture and covenant defeasance means that we will no longer be required to comply with the obligations with respect to such covenants (and an omission to comply with such obligations will not constitute a default or event of default). In order to exercise legal defeasance or covenant defeasance with respect to outstanding debt securities of any series: • we must irrevocably have deposited or caused to be deposited with the trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of the debt securities of a series: • money in an amount; • U.S. government obligations; or • a combination of money and U.S. government obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants, to pay and discharge, and which shall be applied by the trustee to pay and discharge, all of the principal and interest at due date or maturity or if we have made irrevocable arrangements satisfactory to the trustee for the giving of notice of redemption by the Trustee in trustee, the nameredemption date; • we have delivered to the trustee an opinion of counsel stating that, and at under then applicable U.S. federal income tax law, the expense, holders of the Company, debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to the Companysame federal income tax as would be the case if the defeasance did not occur; • no default relating to bankruptcy or insolvency and, in the case of (i)a covenant defeasance, (ii) or (iii) above, no other default has deposited or caused to be deposited with occurred and is continuing at any time; • if at such time the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons debt securities of such series not theretofore are listed on a national securities exchange, we have delivered to the Trustee for cancellation, for principal trustee an opinion of (and premium, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons counsel to the date of such deposit (in effect that the case of Securities and Coupons debt securities of such series which will not be delisted as a result of such defeasance; and • we have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee trustee an Officers' Certificate officers’ certificate and an Opinion opinion of Counsel, each counsel stating that all conditions precedent herein provided for relating with respect to the satisfaction and discharge of this Indenture defeasance have been complied with. In the event there We are Securities of two or more series hereunder, the Trustee shall be required to execute furnish to each trustee an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series annual statement as to which it is Trustee compliance with all conditions and if covenants under the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall surviveindenture.

Satisfaction Discharge and Defeasance. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for) and any Coupons appertaining theretoa series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of such series, when (1) either (A) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇SECTION 306, (▇▇▇) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (ivii) Securities of such series and Coupons for whose payment Money money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section SECTION 1003) have been delivered to the Trustee for cancellation; or (B) with respect to all such Outstanding Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, Company has deposited or caused to be deposited with the Trustee as trust funds funds, under the terms of an irrevocable trust agreement in trust for form and substance satisfactory to the purpose an amount Trustee, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will (together with the income to accrue thereon and without consideration of any reinvestment thereof) be sufficient to pay and discharge (with such delivery in trust to be for the stated purpose of paying and discharging) the entire indebtedness on such all Outstanding Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation, cancellation for principal of (and premiumpremium and Additional Amounts, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons to the date of such deposit (in the case of Securities and Coupons of such series which have become due and payable) or to the Stated Maturity or any Redemption DateDate contemplated by the penultimate paragraph of this SECTION 401, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by SECTION 301, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; andCompany with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to SECTION 301 to be applicable to the discharge of Securities of such series pursuant to this SECTION 401; (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Outstanding Securities of such series have been complied with. In ; (5) if the event there are conditions set forth in SECTION 401(1)(A) have not been satisfied, and unless otherwise specified pursuant to SECTION 301 for the Securities of two or more series hereundersuch series, the Company has delivered to the Trustee shall be required an Opinion of Counsel to execute an instrument acknowledging satisfaction and discharge the effect that the Holders of this Indenture only if requested to do so with respect to Securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the a result of such deposit, satisfaction and discharge and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred; and (6) no Default or Event of this Indenture, the obligations of the Company Default with respect to the Trustee under Section 605 and, if Money Securities of such issue shall have been deposited with occurred and be continuing on the Trustee pursuant to subclause date of such deposit or, insofar as clauses (B5) or (6) of clause SECTION 501 are concerned, at any time in the period ending on the 91st day after the date of such deposit (1) it being understood that this condition shall not be deemed satisfied until the expiration of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall survivesuch period).

Satisfaction Discharge and Defeasance. SECTION 401Section 4.1. Satisfaction and Discharge Termination of Company's Obligations Under the Indenture. This Except as otherwise provided as contemplated by Section 3.1, this Indenture shall upon Company Request cease to be of further effect with respect to Securities of or within any series and any coupons appertaining thereto (except as to any surviving rights of registration of transfer or exchange of such Securities of such series and replacement of such Securities which may have been lost, stolen or mutilated Securities of such series as herein expressly provided for) and any Coupons appertaining thereto, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, Securities and any coupons appertaining thereto when: (1) either either (A) all such Securities of such series theretofore previously authenticated and delivered and all Coupons coupons appertaining thereto (other than (i) Coupons such coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 3053.5, (ii) such Securities of such series and Coupons coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇Section 3.6, (▇▇▇iii) Coupons such coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 10.6 and (iv) such Securities of such series and Coupons coupons for whose payment Money money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10039.3) have been delivered to the Trustee for cancellation; or (B) all such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation, for principal of (and premium, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons to the date of such deposit (in the case of Securities and Coupons of such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) 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 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 complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall survive.

Satisfaction Discharge and Defeasance. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for) and any Coupons appertaining theretoa series, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of such series, when (1) either (A) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇Section 306, (▇▇▇) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (ivii) Securities of such series and Coupons for whose payment Money money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) with respect to all such Outstanding Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, Company has deposited or caused to be deposited with the Trustee as trust funds funds, under the terms of an irrevocable trust agreement in trust for form and substance satisfactory to the purpose an amount Trustee, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will (together with the income to accrue thereon and without consideration of any reinvestment thereof) be sufficient to pay and discharge (with such delivery in trust to be for the stated purpose of paying and discharging) the entire indebtedness on such all Outstanding Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation, cancellation for principal of (and premiumpremium and Additional Amounts, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons to the date of such deposit (in the case of Securities and Coupons of such series which have become due and payable) or to the Stated Maturity or any Redemption DateDate contemplated by the penultimate paragraph of this Section, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 301, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; andCompany with respect to the Outstanding Securities of such series; (3) the Company has complied with any other conditions specified pursuant to Section 301 to be applicable to the discharge of Securities of such series pursuant to this Section 401; (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Outstanding Securities of such series have been complied with. In ; (5) if the event there are conditions set forth in Section 401(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 301 for the Securities of two or more series hereundersuch series, the Company has delivered to the Trustee shall be required an Opinion of Counsel to execute an instrument acknowledging satisfaction and discharge the effect that the Holders of this Indenture only if requested to do so with respect to Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the a result of such deposit, satisfaction and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit, satisfaction and discharge had not occurred; and (6) no Default or Event of this Indenture, the obligations of the Company Default with respect to the Trustee under Section 605 and, if Money Securities of such issue shall have been deposited with occurred and be continuing on the Trustee pursuant to subclause date of such deposit or, insofar as clauses (B5) or (6) of clause Section 501 are concerned, at any time in the period ending on the 91st day after the date of such deposit (1) it being understood that this condition shall not be deemed satisfied until the expiration of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall survivesuch period).

Satisfaction Discharge and Defeasance. SECTION 401Section 4.1. Satisfaction and Discharge Termination of Company's Obligations Under the Indenture. This Indenture shall upon a Company Request cease to be of further effect with respect to Securities of any series and any coupons appertaining thereto (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided forspecified below) and any Coupons appertaining thereto, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, Securities and any coupons appertaining thereto when (1) either (A) all such Securities of such series theretofore previously authenticated and delivered and all Coupons coupons appertaining thereto (other than (i) Coupons such coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 3053.5, (ii) such Securities of such series and Coupons coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇Section 3.6, (▇▇▇iii) Coupons such coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 10.6 and (iv) such Securities of such series and Coupons coupons for whose payment Money money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10039.3) have been delivered to the Trustee for cancellation; or (B) all such Securities and Coupons of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable, or or (ii) will become due and payable at their Stated Maturity within one year, or or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose (x) an amount in the currency in which the Securities of such series are payable, or (y) if Securities of such series are not (or are no longer) subject to repayment or repurchase at the option of Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency in which such Securities and coupons, if any, are then specified as payable at Stated Maturity or the applicable Redemption Date, as the case may be) which through the payment of interest and principal in respect thereof in accordance with their terms will provide (without consideration of any reinvestment of such principal and interest), not later than one day before the due date of any payment referred to above, money in an amount or (z) a combination thereof, in an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons of such series coupons not theretofore delivered to the Trustee for cancellation, for principal in respect of (and principal, premium, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons interest, to the date of such deposit (in the case of Securities and Coupons of such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) 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 Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to the Securities of any series, the obligation of the Company to the Trustee and any predecessor Trustee under Section 6.9, the obligations of the Company to the Trustee any Authenticating Agent under Section 605 6.14 and, if Money money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 Company and the last paragraph Trustee with respect to the Securities of such series under Sections 3.4, 3.5, 3.6, 4.2, 9.2 and 9.3 and with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 1003, 3.1(b)(18) shall survivesurvive such satisfaction and discharge.

Satisfaction Discharge and Defeasance. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (We may discharge our obligations under each indenture, except as to any surviving to: • the rights of registration of transfer or and exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for) and any Coupons appertaining theretodebt securities, and the Trusteeour right of optional redemption, at the expense if any; • substitution of the Companymutilated, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such seriesdefaced, when (1) either (A) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen debt securities; • the rights of holders of the debt securities to receive payments of principal and which interest; • the rights, obligations and immunities of the trustee; and • the rights of the holders of the debt securities as beneficiaries with respect to the property deposited with the trustee payable to them (as described below); when: • either: o all debt securities of any series issued that have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇▇) Coupons appertaining to Bearer Securities of such series called for redemption authenticated and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (iv) Securities of such series and Coupons for whose payment Money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) delivered have been delivered by us to the Trustee trustee for cancellation; or (B) or o all such Securities and Coupons the debt securities of such any series issued that have not theretofore been delivered by us to the Trustee trustee for cancellation (i) cancellation have become due and payable, or (ii) payable or will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, year or are to be called for redemption within one year under arrangements satisfactory to the Trustee trustee for the giving of notice of redemption by such trustee in our name and at our expense, and we have irrevocably deposited or caused to be deposited with the trustee as trust funds the entire amount sufficient to pay at maturity or upon redemption all debt securities of such series not delivered to the trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption; • we have paid or caused to be paid all other sums then due and payable under such indenture; and • we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under such indenture relating to the satisfaction and discharge of such indenture have been complied with. In addition, unless the applicable prospectus supplement and supplemental indenture otherwise provide, we may elect either (i) to have our obligations under each indenture discharged with respect to the outstanding debt securities of any series (“legal defeasance”) or (ii) to be released from our obligations under each indenture with respect to certain covenants applicable to the outstanding debt securities of any series (“covenant defeasance”). Legal defeasance means that we will be deemed to have paid and discharged the entire indebtedness represented by the outstanding debt securities of such series under such indenture and covenant defeasance means that we will no longer be required to comply with the obligations with respect to such covenants (and an omission to comply with such obligations will not constitute a default or event of default). In order to exercise legal defeasance or covenant defeasance with respect to outstanding debt securities of any series: • we must irrevocably have deposited or caused to be deposited with the trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the holders of the debt securities of a series: • money in an amount; • U.S. government obligations; or • a combination of money and U.S. government obligations, in each case sufficient without reinvestment, in the written opinion of a nationally recognized firm of independent public accountants, to pay and discharge, and which shall be applied by the trustee to pay and discharge, all of the principal and interest at due date or maturity or if we have made irrevocable arrangements satisfactory to the trustee for the giving of notice of redemption by the Trustee in trustee, the nameredemption date; • we have delivered to the trustee an opinion of counsel stating that, and at under then applicable U.S. federal income tax law, the expense, beneficial owners of the Company, debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to the Companysame federal income tax as would be the case if the defeasance did not occur; • no default relating to bankruptcy or insolvency and, in the case of (i)a covenant defeasance, (ii) or (iii) above, no other default has deposited or caused to be deposited with occurred and is continuing at any time; • if at such time the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons debt securities of such series not theretofore are listed on a national securities exchange, we have delivered to the Trustee for cancellation, for principal trustee an opinion of (and premium, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons counsel to the date of such deposit (in effect that the case of Securities and Coupons debt securities of such series which will not be delisted as a result of such defeasance; and • we have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee trustee an Officers' Certificate officers’ certificate and an Opinion opinion of Counsel, each counsel stating that all conditions precedent herein provided for relating with respect to the satisfaction and discharge of this Indenture defeasance have been complied with. In the event there We are Securities of two or more series hereunder, the Trustee shall be required to execute furnish to each trustee an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series annual statement as to which it is Trustee compliance with all conditions and if covenants under the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall surviveindenture.

Satisfaction Discharge and Defeasance. SECTION 401of Securities of Any ----------------------------------------------------------- Series. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease Unless this Section is specified pursuant to Section 2.1, to be of further effect not ------ applicable to Securities and Coupons, the Company shall be Discharged (as defined below) from its obligations with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities and Coupons, if any, of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for) and any Coupons appertaining thereto, and after the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, whenapplicable conditions set forth below have been satisfied: (1) either (A) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇▇) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (iv) Securities of such series and Coupons for whose payment Money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) all such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation, for principal of (and premium, if any) and interest on, and any Additional Amounts with respect to such Securities and Coupons to the date of such deposit (in the case of Securities and Coupons of such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by with respect to the CompanyOutstanding Securities and Coupons, if any, of such series (in addition to any required under (b)); and (32) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with. In ; (1) the event there are Securities of two Company shall have deposited or more series hereundercaused to be deposited irrevocably with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the Trustee shall be required to execute benefit of the Holders of the Securities and Coupons, if any, of such series (i) money in an instrument acknowledging satisfaction amount (in such currency, currencies or currency unit or units in which any Outstanding Securities and discharge Coupons, if any, of this Indenture only such series are payable) or (ii) in the case of Securities and Coupons, if requested to do so any, denominated in Dollars, U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or (iii) a combination of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay and discharge each installment of principal of (including any premium), and interest if any, on, the Outstanding Securities and Coupons, if any, of such series on the dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such Securities and Coupons, if any, are payable; provided, however, that "Outstanding" for the purpose of this Section 12.3 shall also include all Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge may be issued upon exercise of this Indenturewarrants; provided, the obligations of further, however, that the Company shall not make or cause to be made the Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of deposit provided by this clause (1) unless the Company shall have delivered to the Trustee an Opinion of this SectionCounsel to the effect that there will not occur any violation of the Investment Company Act of 1940, as amended, on the part of the Company, the obligations trust funds representing such deposit or the Trustee as a result of such deposit and the related exercise of the Trustee Company's option under this Section 402 12.3; (2) (i) no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of such deposit, (ii) no Event of Default as defined in clause (f) or (g) of Section 6.1, or event which with notice or lapse of time or both would become an Event of Default under either such clause, shall have occurred within 90 days after the date of such deposit and (iii) such deposit and the last paragraph related intended consequence under (a) or (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the Company, or any Subsidiary or any of their properties; and (3) the Company shall have delivered to the Trustee an Opinion of Counsel or a ruling by the Internal Revenue Service in form and substance satisfactory to the Trustee, to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 100312.3 and will be subject to federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised. Any deposits with the Trustee referred to in clause (b)(1) above will be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee which shall provide that any payment of principal of (including any premium) or interest on the funds or Securities so deposited in excess of the amount required to pay each installment of principal of (including any premium) and interest, if any, on the Outstanding Securities and Coupons, if any, shall survivebe paid to the Company from time to time. If any Outstanding Securities and Coupons of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any mandatory redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement will provide therefor and the Company will make arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Satisfaction Discharge and Defeasance. SECTION 401of the Notes. Satisfaction --------------------------------------------------- (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for) and any Coupons appertaining theretodischarged the entire indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such seriesthe same), when (1) either (A) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived except as provided in Section 305, (ii) Securities of such series and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇, (▇▇▇) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (iv) Securities of such series and Coupons for whose payment Money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (B) all such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellationto: (i) have become due the rights of the Noteholders to receive, from the trust funds described in subsection (b)(i) hereof, payment of the principal of and payable, orinterest on the Notes Outstanding at maturity of such principal or interest; (ii) will become due the obligations of the Issuer with respect to the Notes under Sections 2.5, 2.6, 3.2 and payable at their Stated Maturity within one year, or3.3; (iii) if redeemable at the option obligations of the Company, are to be called for redemption within one year under arrangements satisfactory Issuer to the Indenture Trustee for under Section 6.7; and (iv) the giving of notice of redemption by the Trustee in the namerights, powers, trusts and at the expense, immunities of the Company, Indenture Trustee hereunder and the Companyduties of the Indenture Trustee hereunder. (b) The satisfaction, in discharge and defeasance of the case Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i), (ii) the Issuer or (iii) above, the Insurer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust for trust, specifically pledged as security for, and dedicated solely to, the purpose benefit of the Holders of the Notes, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellationNotes Outstanding, for principal of (and premium, if any) thereof and interest on, and any Additional Amounts with respect to such Securities and Coupons thereon to the date of such deposit (in the case of Securities and Coupons of such series which Notes that have become due and payable) or to the Stated Maturity or Redemption Datematurity of such principal and interest, as the case may be; (2ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound; (iii) no Event of Default has occurred and is continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Company Issuer has paid or caused delivered to the Depositor, the Indenture Trustee and the Insurer an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be paid all other sums payable hereunder by treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the CompanyCode; and (3v) the Company Issuer has delivered to the Depositor, the Indenture Trustee and the Insurer an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to the satisfaction and discharge of defeasance contemplated by this Indenture Section 4.2 have been complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall survive.

Satisfaction Discharge and Defeasance. SECTION 401of Securities of any Series. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease ------------------------------------------------------------------ Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.20, to be of further effect with respect inapplicable to Securities of any series (except as Series, the Company shall be deemed to any surviving rights of registration of transfer or exchange of have paid and discharged the entire indebtedness on all the outstanding Securities of any such series Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and replacement the provisions of lostthis Indenture, stolen or mutilated as it relates to such outstanding Securities of any such series herein expressly provided for) and any Coupons appertaining theretoSeries, shall no longer be in effect (and the Trustee, at the expense of the Company, shall shall, at Company Request, execute proper instruments acknowledging satisfaction the same), except as to: (a) the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and discharge each installment of principal of or interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series; (b) the Company's obligations with respect to such series, when (1) either (A) all Securities of such series theretofore authenticated Series under Sections 2.4, 2.7 and delivered 2.8; and (c) the rights, powers, trust and all Coupons appertaining thereto (other than (i) Coupons appertaining immunities of the Trustee hereunder and the duties of the Trustee under Section 8.2 and the duty of the Trustee to Bearer authenticate Securities of such series surrendered in exchange for Registered Securities and maturing after such Series issued on registration of transfer or exchange; provided that, surrender of which is not required or has been waived as provided in Section 305, (ii) Securities of such series and Coupons which the following conditions shall have been destroyed, lost or stolen and which have been replaced or paid as provided in ▇▇▇▇▇▇▇ ▇▇▇, satisfied: (▇▇▇d) Coupons appertaining to Bearer Securities of such series called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106 and (iv) Securities of such series and Coupons for whose payment Money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) shall have been delivered to the Trustee for cancellation; or (B) all such Securities and Coupons of such series not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount sufficient in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal, (including mandatory sinking fund or analogous payments) of and any interest on all the entire indebtedness on such Securities and Coupons of such series Series on the dates such installments of interest or principal are due; (e) such deposit will not theretofore delivered result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Trustee for cancellation, for principal Company is a party or by which it is bound; (f) such provision would not cause any outstanding Securities of such Series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (and premium, if anyg) and interest on, and any Additional Amounts no Default or Event of Default with respect to the Securities of such Securities Series shall have occurred and Coupons to be continuing on the date of such deposit (in or during the case of Securities and Coupons of period ending on the 91st day after such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may bedate; (2h) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has paid received from, or caused there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposits, defeasance and discharge and will be paid all subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (i) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other sums payable hereunder by creditors of the company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and (3j) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of defeasance contemplated by this Indenture Section have been complied with. In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 605 and, if Money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, shall survive.