Common use of Discharge of Company’s Obligations Clause in Contracts

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate if: (1) either: (a) all Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced, Notes that are paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenture; or (b) all Notes mature within one year or are to be called for redemption within one year and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption and all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(a), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject This Indenture shall be discharged and shall cease to paragraph be of further effect as to all Notes issued thereunder (b), the Company’s obligations under except as to surviving rights of registration of transfer or exchange of the Notes and the as otherwise specified in this Indenture), and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate ifwhen: (1i) either: (aA) all Notes that have been authenticated and delivered (other than destroyedauthenticated, lost except lost, stolen or stolen destroyed Notes that have been replaced, Notes that are replaced or paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore has been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) Company, have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenturecancellation; or (bB) all Notes mature within one year that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or are to be called for redemption 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, trustee as trust funds in trust solely for the benefit of the holdersHolders, money cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Obligations Securities, in amounts as shall 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 on the Notes to the date of maturity or redemption and all other sums payable under such Indentureredemption; (2ii) no Default or Event of Default shall have has occurred and be is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and or the grant of Liens securing such borrowing); (iii) such deposit will shall not result in a breach or violation of, or constitute a default under such Indenture under, any material agreement or any instrument (other instrument than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3iv) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (v) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as applicablethe case may be; and (4vi) the Company delivers has delivered to the Trustee (A) an Officers’ Certificate and an Opinion of CounselCertificate, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture set forth in clauses (i) through (v) in Section 8.01(a) have been complied withsatisfied and (B) an opinion of counsel, stating that all conditions precedent set forth in clauses (iii) and (v) in Section 8.01(a) have been satisfied. (b) After satisfying the conditions in clause (1)(a)a)(i)(A) of this Section 8.01, only the Company’s obligations under Section 7.07 will shall survive. After satisfying the conditions in clause (1)(b), (2a)(i)(B) and (3)of this Section 8.01, only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will shall survive. In either case, the Trustee upon request will shall acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (bSection 8.01(b), the Company’s obligations under the this Indenture will be discharged and will cease to be of further effect as to all Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate ifwhen either: (1) either: (a) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenturecancellation; or (b2) (A) all Notes mature not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trust solely for the benefit of the holdersHolders, money or cash in U.S. dollars, U.S. Government Obligations sufficientObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. Government Obligations, to pay and discharge the entire Debt on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; provided that (i) upon any redemption and all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward that requires the payment of the Notes at maturity Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption date, as applicable; and and (4ii) the Company delivers any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee an Officers’ Certificate and an Opinion simultaneously with the deposit of Counsel, in each case stating such Applicable Premium Deficit that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(a), only the Company’s obligations under Section 7.07 confirms that such Applicable Premium Deficit will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture other than the surviving obligations.be applied toward such redemption;

Discharge of Company’s Obligations. (a) Subject to paragraph (b)) of this Section 8.01, the Company’s obligations under the Notes Securities of a series and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, this Indenture will terminate if: (1) either: (aA) all Notes Securities of such series that have been authenticated and delivered (other than destroyed, lost or stolen Notes Securities that have been replaced, Notes Securities that are paid pursuant to Section 4.01 and Notes Securities for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such IndentureIndenture with respect to such Securities; or (bB) all Notes Securities of such series mature within one year or are to be called for redemption within one year and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or money, U.S. Government Obligations or a combination thereof sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest on the Notes such Securities to the date of maturity or redemption and all other sums due and payable under the indenture with respect to such IndentureSecurities; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity all sums then due and payable hereunder for such series of Securities when due or on the redemption date, as applicable; and (43) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture with respect to such series of Securities have been complied withsatisfied. (b) After satisfying the conditions in clause (1)(a)a)(1)(A) above, only the Company’s obligations under Section 7.07 hereof will survivesurvive with respect to such series of Securities. After satisfying the conditions in clause clauses (1)(ba)(1)(B), (2a)(2) and (3)a)(3) above, only the Company’s obligations provisions in Article 2 II relating to certain obligations to register the transfer or exchange of Securities, to replace stolen, lost or mutilated Securities, to maintain paying agencies and to hold monies for payment in trust, and Sections 4.01, 4.02, 7.07, 7.08, 8.05 7.08 and 8.06 will survivesurvive with respect to such series of Securities. In either case, the Company’s rights under Section 3.01 and any other rights of optional redemption, and Section 8.05 shall survive. Other than as set forth in this clause (b), all other obligations of the Company shall be discharged. (c) After satisfying the conditions described in clause (a) above, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes applicable series of Securities and the this Indenture other than the surviving obligationsrights and obligations described in clause (b) above.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes Securities and the this Indenture, and each Subsidiary Guarantor’s obligations under its Note Securities Guarantee, will terminate if: (1i) either: (a1) all Notes Securities that have been authenticated and delivered (other than (A) destroyed, lost or stolen Notes Securities that have been replaced, Notes Securities that are paid pursuant to Section 4.01 and Notes (B) Securities for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenture; or (b2) all Notes mature within one year Securities have become due and payable, whether at Stated Maturity, or are to be called for redemption within one year on any Fundamental Change Repurchase Date, or upon conversion or otherwise, and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, or delivered to the Holders, as applicable, money or U.S. Government Obligations Obligations, or shares of Common Stock deliverable upon conversion, as applicable, sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest shares of Common Stock deliverable upon conversion, if applicable, on the Notes Securities to the date of maturity or redemption repurchase and all other sums payable under such Indenture; (2ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes Securities at maturity or the redemption repurchase date, as applicable; and (4iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied with. (b) After satisfying the conditions in clause (1)(aa)(i)(1), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(ba)(i)(2), (2a)(ii) and (3a)(iii), only the Company’s obligations in Article 2 2, Article 12 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes Securities and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate if: (1) either: (a) all Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced, Notes that are paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenture; or (b) all Notes mature within one year or are to be called for redemption within one year and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption and all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied with. (b) After satisfying the conditions in clause (1)(a), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 II and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s 's obligations under its Note GuaranteeGuaranty, will terminate if: (1) either: (a) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, replaced or (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principalprincipal of, premium, if any, and accrued each installment of interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or event that with the passage of time or the giving of notice, or both, will constitute an Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, the Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound;, (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with, (F) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the Opinion of Counsel provides that holders of the Notes will not recognize gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, and (G) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940. (b) After satisfying the conditions in clause (1)(a1), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s 's obligations under its Note Subsidiary Guarantee, will terminate if: (1i) either: (aA) all Notes that have been authenticated and delivered (other than destroyedauthenticated, lost except lost, stolen or stolen destroyed Notes that have been replaced, Notes that are replaced or paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore has been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) Company, have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenturecancellation; or (bB) all Notes mature within one year that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or are to be called for redemption 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, Trustee as trust funds in trust solely for the benefit of the holdersHolders, money cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and noncallable Government Obligations sufficientSecurities, in 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, premiumpremium and Liquidated Damages, if any, and accrued interest on the Notes to the date of maturity or redemption and all other sums payable under such Indentureredemption; (2ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party has paid or caused to be paid all sums payable by which it under the Company or any Subsidiary Guarantor is bound;Indenture; and (3iii) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity the Maturity Date or the redemption dateRedemption Date, as applicablethe case may; and (4iv) the Company delivers has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with, together with an Opinion of Counsel to the same effect. (b) After satisfying the conditions in clause clauses (1)(aa)(i)(A),(ii),(iii) and (iv), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture other than the surviving obligations.Section

Discharge of Company’s Obligations. (a) Subject to paragraph (b)) of this Section 8.01, the Company’s 's obligations under the any series of Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, this Indenture will terminate if: (1) either: (ai) all Notes that have been of such series previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes of such series that have been replaced, replaced or (B) Notes of such series that are paid pursuant to Section 4.01 and or (C) Notes of such series for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under by it hereunder, or the Notes of such Indenture; or (b) all Notes series not theretofore delivered to the Trustee have become due and payable, or mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption; and (ii) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders of such Notes, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principalprincipal of, premium, if any, and accrued each installment of interest on the such Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder; and (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3iii) the Company has delivered irrevocable instructions paid or caused to be paid all other sums payable hereunder by the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicableCompany; and (4iv) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied withoccurred. (b) After satisfying the conditions in clause (1)(ai), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3ii), only the Company’s 's obligations in Article 2 and II, Sections 4.01, 4.02, 7.07, 7.087.08 and this Article VIII, 8.05 and 8.06 the rights, powers, trusts, duties and immunities of the Trustee hereunder will survivesurvive such satisfaction and discharge. In either case, upon request, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes of such series and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b)Except as otherwise provided in this Section 11.01, the Company’s Company may terminate its obligations under the Notes Securities of any series and this Indenture with respect to the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate Securities of such series if: (1) either: (a) all Notes that have been Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes wrongfully taken Securities of such series that have been replaced, Notes replaced or Securities of such series that are paid pursuant to Section 4.01 and Notes 2.07 or Securities of such series for whose payment money or securities have theretofore been deposited held in trust and thereafter repaid to the Company pursuant to Company, as provided in Section 8.0511.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (b) all Notes (i) the Securities of such series are scheduled to mature within one year or are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersholders of such Securities, money or U.S. Government Obligations sufficientor a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment and after payment of interestall Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal, and discharge the principal of (and premium, if any, ) and accrued interest on the Notes Securities of such series to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which by the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; hereunder, and (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Indenture Securities of such series have been complied with. (b) After satisfying . With respect to the conditions in foregoing clause (1)(aa), only the Company’s obligations under Section 7.07 will Sections 7.06 and 11.05 in respect of the Securities of such series shall survive. After satisfying With respect to the conditions in foregoing clause (1)(b), (2) and (3b), only the Company’s obligations in Article 2 and Sections 2.03, 2.05, 2.07, 4.01, 4.02, 7.074.03 and 7.10 in respect of the Securities of such series shall survive until such Securities of such series are no longer outstanding. Thereafter, 7.08, 8.05 only the Company’s obligations in Sections 7.06 and 8.06 will 11.05 in respect of the Securities of such series shall survive. In either caseAfter any such irrevocable deposit, the Trustee upon request will shall acknowledge in writing the discharge of the Company’s obligations under the Notes Securities of such series and this Indenture with respect to the Indenture other than the Securities of such series except for those surviving obligationsobligations specified above.

Discharge of Company’s Obligations. (a) Subject to paragraph (b)Except as otherwise provided in this Section 11.01, the Company’s Company may terminate its obligations under the Notes Securities of any series and this Indenture with respect to the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate Securities of such series if: (1) either: (a) all Notes that have been Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes wrongfully taken Securities of such series that have been replaced, Notes replaced or Securities of such series that are paid pursuant to Section 4.01 and Notes 2.07 or Securities of such series for whose payment money or securities have theretofore been deposited held in trust and thereafter repaid to the Company pursuant to Company, as provided in Section 8.0511.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (b) all Notes (i) the Securities of such series are scheduled to mature within one year or are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersholders of such Securities, money or U.S. Government Governmental Obligations sufficientor a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment and after payment of interestall Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal, and discharge the principal of (and premium, if any, ) and accrued interest on the Notes Securities of such series to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which by the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; hereunder, and (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Indenture Securities of such series have been complied with. (b) After satisfying . With respect to the conditions in foregoing clause (1)(aa), only the Company’s obligations under Section 7.07 will Sections 7.06 and 11.05 in respect of the Securities of such series shall survive. After satisfying With respect to the conditions in foregoing clause (1)(b), (2) and (3b), only the Company’s obligations in Article 2 and Sections 2.03, 2.05, 2.07, 4.01, 4.02, 7.074.03 and 7.10 in respect of the Securities of such series shall survive until such Securities of such series are no longer outstanding. Thereafter, 7.08, 8.05 only the Company’s obligations in Sections 7.06 and 8.06 will survive11.05 in respect of the Securities of such series shall survive such satisfaction and discharge. In either caseAfter any such irrevocable deposit, the Trustee upon request will shall acknowledge in writing the discharge of the Company’s obligations under the Notes Securities of such series and this Indenture with respect to the Indenture other than the Securities of such series except for those surviving obligationsobligations specified above.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes of a series and the this Indenture, and each Subsidiary Guarantor’s obligations under its Note GuaranteeGuarantee of such series, will terminate if: (1) either: (a) all Notes of such series that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced, Notes that are paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such IndentureIndenture with respect to such Notes; or (b) all Notes of such series (other than any Notes convertible into or exchangeable for cash, common stock or other equity securities of the Company or a combination thereof), mature within one year or are to be called for redemption within one year and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest on the such Notes to the date of maturity or redemption and all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing with respect to such series of Notes on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such this Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the such Notes at maturity or the redemption date, as applicable; and (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture with respect to such series of Notes have been complied with. (b) After satisfying the conditions in clause (1)(a), only the Company’s obligations under Section 7.07 will survivesurvive with respect to such series of Notes. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 II and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survivesurvive with respect to such series of Notes. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the applicable series of Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes and the this Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate if: (1) either: (a) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, replaced or (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year sixty days, or all of them are to be called for redemption within one year and sixty days under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, principal of and accrued interest on the Notes to final Stated Maturity or redemption, as the date of maturity or redemption case may be, and to pay all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation ofby it hereunder, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4C) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied with. (b) After satisfying the conditions in clause (1)(a1), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes and the this Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate and this Indenture, with respect to the Notes and the Note Guarantee, will be discharged and cease to be of further effect as to all Notes issued hereunder, if: (1i) either: (aA) all Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced, Notes that are paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under this Indenture with respect to such IndentureNotes; or (bB) all Notes mature within one year or are to be called for redemption within one year and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption and all other sums payable under such Indenturethis Indenture with respect to the Notes; (2ii) no Default or Event of Default shall have occurred with respect to the Notes and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such this Indenture or any other material instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;; and (3iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity their Stated Maturity or the redemption date, as applicable; and (4) . In addition, the Company delivers to the Trustee must deliver an Officers’ Certificate and an Opinion of CounselCounsel to the Trustee, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied withsatisfied. (b) After satisfying the conditions in clause (1)(ai)(A), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(bi)(B), (2ii) and (3iii), only the Company’s obligations in Article 2 II and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note GuaranteeGuaranty, will terminate if: (1) either: (a) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, replaced or (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year sixty days, or all of them are to be called for redemption within one year and sixty days under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, principal of and accrued interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, the Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(a1), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in a writing prepared by the Company at its cost and expense the discharge of the Company’s obligations under the Notes and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the this Indenture shall cease to be of further effect as to all Notes and Note Guarantees issued hereunder, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate ifwhen: (1) either: (aA) all Notes that have been authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that have been replaced, Notes that are replaced or paid pursuant to Section 4.01 and Notes for whose payment money or securities have has theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05Company) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenturecancellation; or (bB) all Notes mature within one year that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or are to be called for redemption 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, Trustee as trust funds in trust solely for the benefit of the holdersHolders, money or cash in U.S. dollars, non-callable U.S. Government Obligations sufficientObligations, 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, premiumpremium and Liquidated Damages, if any, and accrued interest on the Notes to the date of maturity or redemption and all other sums payable under such Indentureredemption; (2) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicablethe case may be; and (45) the The Company delivers to the Trustee has delivered an Officers’ ' Certificate and an Opinion of Counsel, in each case Counsel to the Trustee stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied withsatisfied. (b) After satisfying the conditions in clause (1)(aSection 8.01(a)(1)(A), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3Section 8.01(a)(1)(B), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's and the Guarantors' obligations under the Notes Notes, the Note Guarantees and the this Indenture other than the surviving obligationsobligations specified in this Section 8.01(b).

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes and this Indenture and the IndentureSecurity Documents, and each Subsidiary Guarantor’s obligations under its Note GuaranteeSubsidiary Guarantee and the Security Documents, will terminate ifbe discharged and will cease to be of further effect as to all Notes issued hereunder when: (1) either: (a) all Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced, Notes that are paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenture; or (b) all Notes mature within one year or are to be called for redemption within one year and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption and all other sums payable under such this Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such this Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied withsatisfied. (b) After satisfying the conditions in clause (1)(a), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b)Except as otherwise provided in this Section 11.01, the Company’s Company may terminate its obligations under the Notes Securities of any series and this Indenture with respect to the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate Securities of such series if: (1) either: (a) all Notes that have been Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes wrongfully taken Securities of such series that have been replaced, Notes replaced or Securities of such series that are paid pursuant to Section 4.01 and Notes 2.07 or Securities of such series for whose payment money or securities have theretofore been deposited held in trust and thereafter repaid to the Company pursuant to Company, as provided in Section 8.0511.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (b) all Notes (i) the Securities of such series are scheduled to mature within one year or are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company has irrevocably deposited deposit in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersholders of such Securities, money or U.S. Government Obligations sufficientor a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment and after payment of interestall Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal, and discharge the principal of (and premium, if any, ) and accrued interest on the Notes Securities of such series to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which by the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; hereunder, and (3iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4) the Company delivers deliver to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Indenture Securities of such series have been complied with. (b) After satisfying . With respect to the conditions in foregoing clause (1)(aa), only the Company’s obligations under Section 7.07 will Sections 7.06 and 11.05 in respect of the Securities of such series shall survive. After satisfying With respect to the conditions in foregoing clause (1)(b), (2) and (3b), only the Company’s obligations in Article 2 and Sections 2.03, 2.05, 2.07, 4.01, 4.02, 7.074.03 and 7.10 in respect of the Securities of such series shall survive until such Securities of such series are no longer outstanding. Thereafter, 7.08, 8.05 only the Company’s obligations in Sections 7.06 and 8.06 will survive11.05 in respect of the Securities of such series shall survive such satisfaction and discharge. In either caseAfter any such irrevocable deposit, the Trustee upon request will shall acknowledge in writing the discharge of the Company’s obligations under the Notes Securities of such series and this Indenture with respect to the Indenture other than the Securities of such series except for those surviving obligationsobligations specified above.

Discharge of Company’s Obligations. (a) Subject to paragraph (bSection 8.01(b), the Company’s obligations under the Notes and the this Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate if: (1) either: either (ax) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; oror (y) (bA) all the Notes mature within one year sixty (60) days, or all of them are to be called for redemption within one year sixty days 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; (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations sufficientor a combination thereof sufficient (in the case of U.S. Government Obligations, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certificate delivered to the Trustee) without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, principal of and accrued interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable by it hereunder and the Company has delivered irrevocable written instructions to the Trustee under such Indenture; 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; (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit; (D) the deposit will not result in a breach or violation of, or constitute a default under such under, this Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; ; and (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; (2) the Company or any Guarantor has paid or caused to be paid all other sums then due and payable under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge have been complied with. (b) After satisfying the conditions in clause clauses (1)(a1)(x), (2) and (3) of Section 8.01(a) only the Company’s and the Guarantors’ obligations under Section 7.07 will survive. After satisfying the conditions in clause clauses (1)(b1)(y), (2) and (3) of Section 8.01(a), only the Company’s and Guarantors’ obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the The Trustee upon written request and expenses of the Company will acknowledge in writing the discharge of the Company’s obligations under the Notes and the this Indenture in accordance with Section 8.01(a) other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s 's obligations under its Note GuaranteeGuaranty, will terminate if: (1) either: (a) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, replaced or (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money money, U.K. Government Obligations or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money money, U.K. Government Obligations or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, principal of and accrued interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, the Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(a1), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b)Except as otherwise provided in this Section 11.01, the Company’s Company may terminate its obligations under the Notes Securities of any series and this Indenture with respect to the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate Securities of such series if: (1) either: (a) all Notes that have been Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes wrongfully taken Securities of such series that have been replaced, Notes replaced or Securities of such series that are paid pursuant to Section 4.01 and Notes 2.07 or Securities of such series for whose payment money or securities have theretofore been deposited held in trust and thereafter repaid to the Company pursuant to Company, as provided in Section 8.0511.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (b) all Notes (i) the Securities of such series are scheduled to mature within one year or are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersholders of such Securities, money or U.S. Government Obligations sufficientor a combination thereof sufficient (unless such funds consist solely of money), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, without consideration of any reinvestment and after payment of interestall Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal, and discharge the principal of (and premium, if any, ) and accrued interest on the Notes Securities of such series to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which by the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; hereunder, and (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4iii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Indenture Securities of such series have been complied with. (b) After satisfying . With respect to the conditions in foregoing clause (1)(aa), only the Company’s obligations under Section 7.07 will Sections 7.06 and 11.05 in respect of the Securities of such series shall survive. After satisfying With respect to the conditions in foregoing clause (1)(b), (2) and (3b), only the Company’s obligations in Article 2 and Sections 2.03, 2.05, 2.07, 4.01, 4.02, 7.074.03 and 7.10 in respect of the Securities of such series shall survive until such Securities of such series are no longer outstanding. Thereafter, 7.08, 8.05 only the Company’s obligations in Sections 7.06 and 8.06 will 11.05 in respect of the Securities of such series shall survive. In either caseAfter any such irrevocable deposit, the Trustee upon request will shall acknowledge in writing the discharge of the Company’s obligations under the Notes Securities of such series and this Indenture with respect to the Indenture other than the Securities of such series except for those surviving obligationsobligations specified above.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Indenture will be discharged and will cease to be of further effect as to all Notes and the Indentureissued hereunder, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate ifwhen: (1) either: (aA) all Notes that have been authenticated and delivered (other than destroyedexcept lost, lost stolen or stolen destroyed Notes that have been replaced, Notes that are replaced or paid pursuant to Section 4.01 and Notes for whose payment money or securities have has theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenturecancellation; or (bB) all Notes mature within one year that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or are to be called for redemption 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, Trustee as trust funds in trust solely for the benefit of the holdersHolders, money cash in U.S. dollars, non-callable Government Securities, or U.S. Government Obligations a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent accountants expressed in a written certificate to the Trustee, 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 on the Notes to the date of maturity or redemption and all other sums payable under such Indentureredemption; (2) no Default or Event of Default (other than one resulting solely from the borrowing of funds to provide such deposit) shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company and the Guarantors have paid or caused to be paid all sums payable by them under this Indenture; (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicablethe case may be; and (45) the Company delivers has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(aSection 8.01(a)(1)(A), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3Section 8.01(a)(1)(B), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's and the Guarantors' obligations under the Notes Notes, the Note Guarantees and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, this Indenture will terminate if: (1) either: (ai) all Notes that have been previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced, replaced or (B) Notes that are paid pursuant to Section 4.01 and or (C) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, principal of and accrued interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, this Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied with. (b) After satisfying the conditions in clause (1)(aa)(i), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3a)(ii), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate if: (1i) either: (a1) all Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced, Notes that are paid pursuant to Section 4.01 and Notes for whose payment money or securities have theretofore been deposited in trust and thereafter repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenture; or (b2) all Notes mature within one year or are to be called for redemption within one year and the Company has irrevocably deposited with the Trustee, as trust funds in trust solely for the benefit of the holders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, to pay principal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption and all other sums payable under such Indenture; (2ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(aa)(i)(1), only the Company’s obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(ba)(i)(2), (2a)(ii) and (3a)(iii), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the any series of Notes and the Indenture, and each Subsidiary Guarantor’s 's obligations under its Note GuaranteeGuaranty with respect to such series, will terminate if: (1) either: (a) all Notes that have been of such series previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes of such series that have been replaced, replaced or (ii) Notes of such series that are paid pursuant to Section 4.01 and or (iii) Notes of such series for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes of such series mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders of such Notes, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principalprincipal of, premium, if any, and accrued each installment of interest on the such Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or event that with the passage of time or the giving of notice, or both, will constitute an Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, the Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound;, (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with, (F) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the Opinion of Counsel provides that holders of such Notes will not recognize gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, and (G) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940. (b) After satisfying the conditions in clause (1)(a1), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes of such series and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the this Indenture, and each Subsidiary Guarantor’s 's obligations under its Note GuaranteeGuaranty, will terminate if: (1) either: (a) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, replaced or (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking or appraisal firm, expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, principal of and accrued interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, this Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied with; provided that, such Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials with respect to matters of fact. (b) After satisfying the conditions in clause (1)(a1), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s 's obligations in Article 2 and Sections 2.04, 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, Indenture will terminate if: (1) either: (a) all Notes that have been previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced, replaced or (ii) Notes that are paid pursuant to Section 4.01 and or (iii) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.057.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, Accreted Value or principal of and accrued interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, the Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(a1), only the Company’s 's obligations under Section 7.07 6.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.076.07, 7.086.08, 8.05 7.03 and 8.06 7.04 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s 's obligations under its Note GuaranteeGuaranty, will terminate if: (1) either: (ai) all Notes that have been previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced, replaced or (B) Notes that are paid pursuant to Section 4.01 and or (C) Notes for whose payment money or securities U.S. Government Obligations have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principal, premium, if any, principal of and accrued interest on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, the Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with. (b) After satisfying the conditions in clause (1)(ai), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3ii), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes and the Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject to paragraph (b)Except as otherwise provided in this Section 11.01, the Company’s Company may terminate its obligations under the Notes Securities of any series and this Indenture with respect to the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate Securities of such series if: (1) either: (a) all Notes that have been Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Notes wrongfully taken Securities of such series that have been replaced, Notes replaced or Securities of such series that are paid pursuant to Section 4.01 and Notes 2.06 or Securities of such series for whose payment money or securities have theretofore been deposited held in trust and thereafter repaid to the Company pursuant to Company, as provided in Section 8.0511.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (b) all Notes (i) the Securities of such series are scheduled to mature within one year or are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (i) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersholders of such Securities, money or U.S. Government Governmental Obligations sufficientor a combination thereof sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment and after payment of interestall Federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, to pay principal, and discharge the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of such series to maturity or redemption, as the case may be, and accrued interest on the Notes to the date of maturity or redemption and pay all other sums payable under such Indenture; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which by the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; hereunder, and (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4ii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Indenture Securities of such series have been complied with. (b) After satisfying . With respect to the conditions in foregoing clause (1)(aa), only the Company’s obligations under Section 7.07 will Sections 7.06 and 11.05 in respect of the Securities of such series shall survive. After satisfying With respect to the conditions in foregoing clause (1)(b), (2) and (3b), only the Company’s obligations in Article 2 and Sections 2.02, 2.04, 2.06, 4.01, 4.02, 7.074.03 and 7.10 in respect of the Securities of such series shall survive until such Securities of such series are no longer Outstanding. Thereafter, 7.08, 8.05 only the Company’s obligations in Sections 7.06 and 8.06 will survive11.05 in respect of the Securities of such series shall survive such satisfaction and discharge. In either caseAfter any such irrevocable deposit, the Trustee upon request will shall acknowledge in writing the discharge of the Company’s obligations under the Notes Securities of such series and this Indenture with respect to the Indenture other than the Securities of such series except for those surviving obligationsobligations specified above.

Discharge of Company’s Obligations. (a) Subject to paragraph (b), the Company’s 's obligations under the Notes and the Indenture, and each Subsidiary Guarantor’s obligations under its Note Guarantee, this Indenture will terminate if: (1) either: (ai) all Notes that have been previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced, replaced or (B) Notes that are considered paid pursuant to Section 4.01 and 4.01(b) or (C) Notes for whose payment money or securities U.S. Government Securities have theretofore been deposited held in trust and thereafter then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indentureby it hereunder; or (bA) all the Notes mature within one year year, or all of them are to be called for redemption within one year and under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company has irrevocably deposited deposits in trust with the Trustee, as trust funds in trust solely for the benefit of the holdersHolders, money cash in U.S. dollars or U.S. Government Obligations Securities or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of maturity or redemption redemption, as the case may be, and to pay all other sums payable under such Indenture;by it hereunder, (2C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under such under, this Indenture or any other agreement or instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor it is bound; (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4E) the Company delivers to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the this Indenture have been complied with. (b) After satisfying the conditions in clause (1)(aa)(i), only the Company’s 's obligations under Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3a)(ii), only the Company’s 's obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s 's obligations under the Notes and the this Indenture other than the surviving obligations.

Discharge of Company’s Obligations. (a) Subject This Indenture shall upon Company Request cease to paragraph be of further effect with respect to either series of Notes (bexcept as to any surviving rights of registration of transfer or exchange of the Notes of such series herein expressly provided for), and the Trustee, at the expense of the Company’s obligations under the Notes , shall execute proper instruments acknowledging satisfaction and the Indenturedischarge of this Indenture as to such series, and each Subsidiary Guarantor’s obligations under its Note Guarantee, will terminate ifwhen: (1) either: (ai) all Notes that have been of such series theretofore authenticated and delivered (other than (A) Notes of such series which have been destroyed, lost or stolen Notes that and which have been replaced, replaced or paid as provided in Section 2.07 and (B) Notes that are paid pursuant to Section 4.01 and Notes of such series for whose payment money or securities have has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company pursuant to or discharged from such trust, as provided in Section 8.054.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable under such Indenturecancellation; or (bii) all such Notes mature of such series not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year or 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 Company, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee, Trustee as trust funds in trust solely for the benefit of the holders, money or U.S. Government Obligations sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay principaland discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any, ) and accrued interest on the Notes to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemption and all other sums payable under such Indentureto the Stated Maturity or Redemption Date, as the case may be; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under such Indenture or any other instrument to which the Company has paid or any Subsidiary Guarantor is a party or caused to be paid all other sums payable hereunder by which the Company or any Subsidiary Guarantor is bound;Company; and (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as applicable; and (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Indenture relevant series of Notes have been complied with. (b) After satisfying Notwithstanding the conditions in satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07, the obligations of the Company to any Authenticating Agent under Section 2.03 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1)(a), only the Company’s obligations under 1) of this Section 7.07 will survive. After satisfying the conditions in clause (1)(b), (2) and (3), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In either case8.01, the Trustee upon request will acknowledge in writing the discharge obligations of the Company’s obligations Trustee under this Section 8.01 and the last paragraph of Section 4.03 shall survive such satisfaction and discharge. (c) Subject to provisions of the last paragraph of Section 4.03, all money deposited with the Trustee pursuant to this Section 8.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the Indenture other than payment, either directly or through any Paying Agent (including the surviving obligationsCompany acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.