SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.01.  Satisfaction and Discharge of Securities.  The Company shall be deemed to have satisfied and discharged the entire indebtedness on all the Outstanding Securities, and the Trustee, at the expense of the Company and upon Company Request, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when (i) all Outstanding Securities theretofore authenticated and delivered (other than any Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.10), (ii) Outstanding Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Sections 4.04, have been delivered to the Trustee for cancellation and (iii) the Company has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent herein provided for relating to due satisfaction and discharge of the entire indebtedness on all Outstanding Securities have been complied with.

SECTION 10.02.  Satisfaction and Discharge of Indenture.  Upon compliance by the Company with the provisions of Section 10.01 as to the satisfaction and discharge of any Securities issued hereunder, and if the Company has paid or caused to be paid all other sums payable under this Indenture, this Indenture shall cease to be of any further effect (except as otherwise provided herein).  Upon Company Request and receipt of an Opinion of Counsel, an Officer’s Certificate and, if appropriate under the circumstances, an opinion of independent

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