Common use of Discharge of Liability on Notes Clause in Contracts

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, upon conversion or otherwise) and the Company or any Subsidiary Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or any Subsidiary Guarantor shall have paid or caused to be paid all other sums payable hereunder by the Company and any Subsidiary Guarantor, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee and the Collateral Agent hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to customary assumptionsreimburse the Trustee for any costs or expenses thereafter incurred by the Trustee, exceptions including the reasonable fees and limitations) stating that all conditions precedent under expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Section 8.01 relating to Indenture or the Notes. For the avoidance of doubt, upon the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphIndenture, the provisions Holders of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are shall no longer outstanding. After such delivery or irrevocable deposit, have the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the right to convert their Notes and this Indenture andshall only be entitled to the payments of funds deposited with the Trustee, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified abovein trust.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 relating to the discharge of the Indenture have been complied with) and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, Guarantees of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 CompanyIssuers, and the Company has Issuers have irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has Issuers have paid or caused to be paid all other sums payable by the Company Issuers under this Indenture; and (3) the Company has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s Issuers’ obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s and Notes Collateral Agent’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this IndentureIndenture and the Security Documents) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee and the Notes Collateral Agent an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either When (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by i) the Company and thereafter repaid delivers to the Company Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.11 hereof) for cancellation or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 Companypayable, and the Company has irrevocably deposited or caused to be deposited deposits with the Trustee or delivers to the Holders, as applicable, cash and/or shares of Common Stock (or, if applicable, Reference Property) and cash (in such amount lieu of fractional shares of Common Stock or, if applicable, Reference Property Units) (solely to satisfy amounts due and owing as will be sufficient, U.S. Government Obligations a result of conversions of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestNotes), or a combination thereof in such amounts as will be sufficient, sufficient to pay all amounts due and discharge the entire Indebtedness owing on such all outstanding Notes not theretofore delivered (other than Notes replaced pursuant to the Trustee for cancellationSection 2.11 hereof), for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has paid or caused to be paid pays all other sums payable by the Company it under this Indenture; and Indenture with respect to the then outstanding Notes and (3c) the Company has delivered delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptionsCounsel, exceptions and limitations) each stating that all of the conditions precedent under to the discharge of this Indenture described in this Section 8.01 relating have been complied with, then, subject to Section 7.06 hereof, this Indenture will cease to be of further effect with respect to the Notes and the Holders and the Trustee will acknowledge the satisfaction and discharge of this Indenture have been complied withwith respect to the Notes. Notwithstanding the foregoing paragraphforegoing, if any shares of Common Stock are used in payment, the provisions sufficiency of Sections 8.04, 8.05, 8.06, 8.07 such shares of Common Stock shall be confirmed in writing by a nationally recognized firm of independent public accountants. Notwithstanding the satisfaction and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above(i) any obligation of the Company to any Holder under Article X hereof with respect to the conversion of any Note or to the Trustee under Article VII hereof with respect to compensation or indemnity, and (ii) any obligation of the Trustee with respect to money deposited with the Trustee under this Article VIII and Section 11.08 hereof will survive.

Discharge of Liability on Notes. (a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and Notes when (i) either (A) all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore heretofore authenticated and delivered (except lost, stolen or destroyed Notes that notes which have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee trustee for cancellation; or or (bB) all Notes not theretofore delivered to the Trustee trustee for cancellation (x) have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year or (upon stated maturity or otherwise), or y) are to be called for redemption within one year 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 CompanyIssuer, and and, in each case, the Company Issuer or either Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientfunds or certain direct, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)non-callable obligations of, or a combination thereof in such amounts as will be sufficientguaranteed by, the United States sufficient without reinvestment to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Company Issuer directing the Trustee to apply such funds to the payment thereof at maturity payment; (ii) if in any such case no Default or redemption; Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (2iii) the Company has paid or caused to be paid Issuer pays all other sums payable hereunder and under the Notes by the Company under this Indenture; and Issuer and (3iv) the Company has Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided relating to the satisfaction and discharge of this Indenture have been complied withwith and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer or either Guarantor at any time may terminate (i) all their respective obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) their respective obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d) and 6.01(e) (“covenant defeasance option”). Notwithstanding The legal defeasance option may be exercised notwithstanding any prior exercise of the foregoing paragraphcovenant defeasance option. Upon exercise by the Issuer or either Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Note Guaranties will terminate, subject to the provisions of Section 8.01(c) and 10.03. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) or 6.01(e). Upon satisfaction of the conditions set forth herein and upon request of the Issuer or either Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 8.07 8.06 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 10.03 shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicableThereafter, the obligations of the Issuer or the Guarantors pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer or the Guarantors to the Trustee under the Guarantees and this Indenture, except for those surviving obligations specified aboveIndenture shall survive.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes and the Notes surviving rights of the Trustee, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. Dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants (in the event that U.S. Government Obligations are deposited), to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 the Indenture relating to the satisfaction and discharge of this the Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a)(i) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.08 of the Base Indenture) for cancellation or (ii) all outstanding Notes have become due and payable (upon maturity, acceleration or otherwise), and the Company irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash and/or shares of Common Stock (or, if applicable, Reference Property) and cash (in lieu of fractional shares of Common Stock or, if applicable, Reference Property Units) (solely to satisfy amounts due and owing as a result of conversions of the Notes), sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.08 of the Base Indenture), (b) the Company pays all other sums payable by it under this Indenture will be discharged with respect to the then outstanding Notes and (c) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all of the applicable conditions precedent to the discharge of this Indenture described in this section have been satisfied, then, subject to Section 7.07 of the Base Indenture, this Indenture will cease to be of further effect (except as with respect to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees Holders and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to acknowledge the satisfaction and discharge of this Indenture have been complied withwith respect to the Notes. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 satisfaction and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above(i) any obligation of the Company to any Holder under Article 9 hereof with respect to the conversion of any Note or to the Trustee (in any capacity thereunder) under Article 7 of the Base Indenture with respect to the rights and protections of the Trustee or as to its compensation or indemnity, and (ii) any obligation of the Trustee or Paying Agent with respect to money deposited with it will survive.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes Notes, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientEuros, U.S. Euro-Denominated Designated Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Obligations, or a combination thereof of cash in such Euros and Euro-Denominated Designated Government Obligations in amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 the Indenture relating to the satisfaction and discharge of this the Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will cease When (i) the Company delivers to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to Trustee all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all other than Notes theretofore authenticated and delivered (except lost, stolen replaced pursuant to Section 2.07 hereof or destroyed Notes that have been replaced which are purchased pursuant to Section 4.11 or paid and 4.12 hereof or Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 8.02 hereof) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 ii) the Company has irrevocably deposited or caused to be deposited deposits with the Trustee cash money and/or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), maturing as to principal and interest in such amount amounts and at such times as will be are sufficient, U.S. Government Obligations the scheduled payments without consideration of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes on, or Liquidated Damages with respect to the date of outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) to maturity or redemption, as the case may be, together in accordance with irrevocable instructions from the terms of this Indenture and the Notes issued hereunder, and if in either case the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Sections 2.06 and 7.07 hereof, and each Subsidiary Guaranty, if any, shall except as to the obligations of the Subsidiary Guarantor thereunder in respect of such Sections, cease to be of further effect. The Trustee shall join in the execution of any documents prepared by the Company acknowledging satisfaction and discharge of this Indenture and each such Subsidiary Guaranty on written demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company. In the case of any such deposit pursuant to clause (ii) above, the obligation to pay the principal of and any interest on such Notes and the obligations under this Section 7.07 hereof shall continue until the Notes are paid in full (provided that the provisions of Section 7.07 hereof shall survive the payment of the Notes and discharge of the Indenture; and (3) ). The Company will be entitled to make such a deposit if the Company has delivered to the Trustee (i)(A) a ruling directed to the Trustee from the Internal Revenue Service to the effect that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of this Indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred, or (B) an Officers’ Certificate and opinion of counsel, reasonably satisfactory to the Trustee, to the same effect as clause (i)(A) above, (ii) an Opinion of Counsel (which Opinion of Counsel who may be subject to customary assumptionsan employee of or counsel for the Company), exceptions and limitationsan Officers' Certificate in accordance with this Indenture and (iii) a report from a nationally recognized firm of independent public accountants stating that all conditions precedent under the amount of such deposit is sufficient to pay and discharge the amounts described in clause (ii) above with respect to the Notes. If the Trustee or Paying Agent is unable to apply any money in accordance with this Section 8.01 relating to by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the satisfaction obligations of the Company and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of each Subsidiary Guarantor under this Indenture and the Company’s obligations under Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Section 8.01 until such time as the Notes and 68 74 Trustee or Paying Agent is permitted to apply all such money in accordance with this Indenture andSection 8.01; PROVIDED, HOWEVER, that if applicablethe Company or any Subsidiary Guarantor, as the case may be, makes any payment of interest on or principal of any Note following the reinstatement of its obligations, the obligations Company or any Subsidiary Guarantor, as the case may be, shall be subrogated to the right of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveHolders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Discharge of Liability on Notes. This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either: (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or cancellation or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving or within one year will become due and payable, whether at maturity or as a result of the mailing of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount in cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Obligations, or a combination thereof in such amounts as will be sufficientthereof, sufficient to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Company Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company Issuer has paid or caused to be paid all other sums payable by the Company it under this Indenture; and (3) the Company Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will shall upon Company Request cease to be of further effect as to all Outstanding Notes or all Outstanding Notes of any series, as the case may be (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, at the expense of the Notes as expressly provided for in this Indenture Company, shall execute proper instruments acknowledging satisfaction and except for the Trustee’s right to reimbursement discharge of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1a) either (a1) all Outstanding Notes or all Outstanding Notes of any series, as the case may be, theretofore authenticated and delivered delivered, (except lostother than Notes or Notes of such series, stolen or destroyed Notes that have been replaced or paid and Notes as the case may be, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 7.2) have been delivered to the Company or the Trustee for cancellation; or (b2) all such Notes not theretofore delivered to the Company or the Trustee for cancellation cancellation, (i) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, or (ii) will become due and payable at their Stated Maturity within one year (upon stated maturity or otherwise), or 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, year; and at the expense, of the Company, and in the Company case of (i) or (ii) above, has irrevocably deposited or caused to be deposited with the Trustee cash as trust funds in such trust for the purpose, an amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee or the Company for cancellation, for principal of, premium, if any, and any interest on such Notes to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company under this IndentureCompany; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptionsCounsel, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding The Trustee shall join in the foregoing paragraph, execution of a document prepared by the provisions of Sections 8.04, 8.05, 8.06, 8.07 Company acknowledging satisfaction and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of the Company’s obligations under . Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes and this Indenture and, if applicableof any series, the obligations of all Guarantors the Company to the Trustee with respect to the Notes of that series under Section 6.7, the Guarantees obligations of the Company to any Authenticating Agent and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section, Section 7.2 shall survive. The Company shall pay and this Indentureindemnify the Trustee against any tax, except fee or other charge imposed on or assessed against the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for those surviving obligations specified abovethe account of the Holders of Outstanding Notes.

Discharge of Liability on Notes. This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (b) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)c) if redeemable at the option of the Issuer, or 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 expenseexpense of, of the CompanyIssuer, and the Company has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof of cash in such U.S. dollars and non-callable Government Securities in amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Liquidated Damages, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has Issuers and/or the Guarantors have paid or caused to be paid all other sums payable by the Company them under this Indenture; (c) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and (3d) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will (and all Liens on Collateral granted to secure the Notes and the Guarantees) shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1a) either: (ai) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of such Notes that have not theretofore been delivered to the Trustee for cancellation (a) have become due and payable by giving reason of the mailing of a notice of redemption or otherwise, (b) will become due and payable at their final Stated Maturity within one year or (c) are to be called for redemption, by the mailing of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 CompanyIssuer, and the Company Issuer or a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in such amount as will be U.S. dollars sufficient, U.S. non-callable Government Obligations Securities, the scheduled payments payment of principal of and interest on which will be sufficient (without any reinvestment of such interest)a sufficient, or a combination thereof of cash in such amounts U.S. dollars and non-callable Government Securities as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premium, if any, on, and interest on such the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer has paid or caused to be paid all other sums payable by the Company it under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will (and all Liens on Collateral granted to secure the Notes and the Guarantees) shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1a) either: (ai) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of such Notes that have not theretofore been delivered to the Trustee for cancellation (a) have become due and payable by giving reason of the mailing of a notice of redemption or otherwise, (b) will become due and payable at their final Stated Maturity within one year or (c) are to be called for redemption, by the mailing of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 CompanyIssuer, and the Company Issuer or a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in such amount as will be U.S. dollars sufficient, U.S. non-callable Government Obligations Securities, the scheduled payments payment of principal of and interest on which will be sufficient (without any reinvestment of such interest)a sufficient, or a combination thereof of cash in such amounts U.S. dollars and non-callable Government Securities as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premium, if any, on, and interest on such and Additional Interest, if any, on, the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer has paid or caused to be paid all other sums payable by the Company it under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will shall upon Company Request cease to be of further effect as to all Outstanding Notes or all Outstanding Notes of any series, as the case may be (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, at the expense of the Notes as expressly provided for in this Indenture Company, shall execute proper instruments acknowledging satisfaction and except for the Trustee’s right to reimbursement discharge of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1a) either (a1) all Outstanding Notes or all Outstanding Notes of any series, as the case may be, theretofore authenticated and delivered delivered, (except lostother than Notes or Notes of such series, stolen or destroyed Notes that have been replaced or paid and Notes as the case may be, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 7.2) have been delivered to the Company or the Trustee for cancellation; or (b2) all such Notes not theretofore delivered to the Company or the Trustee for cancellation cancellation, (i) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, or (ii) will become due and payable at their Stated Maturity within one year (upon stated maturity or otherwise), or 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, year; and at the expense, of the Company, and in the Company case of (i) or (ii) above, has irrevocably deposited or caused to be deposited with the Trustee cash as trust funds in such trust for the purpose, an amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee or the Company for cancellation, for principal of, premium, if any, and any interest on such Notes to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company under this IndentureCompany; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptionsCounsel, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding The Trustee shall join in the foregoing paragraph, execution of a document prepared by the provisions of Sections 8.04, 8.05, 8.06, 8.07 Company acknowledging satisfaction and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of the Company’s obligations under . Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes and this Indenture and, if applicableof any series, the obligations of all Guarantors the Company to the Trustee with respect to the Notes of that series under Section 6.6, the Guarantees obligations of the Company to any Authenticating Agent and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section, Section 7.2 shall survive. The Company shall pay and this Indentureindemnify the Trustee against any tax, except fee or other charge imposed on or assessed against the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for those surviving obligations specified abovethe account of the Holders of Outstanding Notes.

Discharge of Liability on Notes. This Indenture will be discharged When (a) the Company or the Parent Guarantor delivers to the Trustee all Outstanding Notes or all Outstanding Notes of any series, as the case may be, theretofore authenticated and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, delivered and all of the Guaranteescoupons, if any, appertaining thereto (other than (i) Notes or Notes of such series, as the Notes shall be dischargedcase may be, terminated and releasedcoupons, when: (1) either (a) all Notes theretofore authenticated if any, which have been destroyed, lost or stolen and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid as provided in Section 2.13, (ii) coupons, if any, appertaining to the Notes or Notes of such series, as the case may be, called for redemption and maturing after the relevant redemption date, whose surrender has been waived as provided in Section 3.05 and (iii) Notes or Notes of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Parent Guarantor and thereafter repaid to the Company or the Parent Guarantor or discharged from such trust, as provided in Section 2.14) have been delivered to the Trustee for cancellation; or cancellation or (b) all Outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable or are by giving of a notice of redemption, upon stated maturity or otherwise, will their terms to become due and payable within one year (upon stated maturity or otherwise), or 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 Companyredemption, and the Company has irrevocably deposited or caused to be deposited the Parent Guarantor deposits with the Trustee (i) cash in such amount as will be sufficient, U.S. Government Obligations sufficient to pay at stated maturity the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment Outstanding Notes or all Outstanding Notes of such interestseries (other than Notes replaced pursuant to Section 2.13), or (ii) such amount of Governmental Obligations (or a combination thereof of amounts deposited in such amounts as will be sufficient, to pay (i) and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any(ii)), and interest on such if in either case the Company or the Parent Guarantor pays all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect as to all Outstanding Notes to the date or all Outstanding Notes of maturity or redemptionany series, as the case may be, together with irrevocable instructions from except for those provisions which expressly survive by their terms. The Trustee shall join in the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable execution of proper instruments prepared by the Company under or the Parent Guarantor acknowledging satisfaction and discharge of this Indenture; and (3) Indenture on demand of the Company has delivered to or the Trustee Parent Guarantor accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) The Company may terminate its and the Guarantors' obligations under the Notes, the Guarantees and this Indenture, except those obligations referred to in Section 8.1(b), if all Notes theretofore previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money U.S. Legal Tender or non-callable U.S. Government Obligations, or a combination thereof, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Company has paid all sums payable by it hereunder, or if: (bi) all Notes not theretofore delivered either (A) pursuant to Article III, the Company shall have given notice to the Trustee for cancellation have become due and payable by giving of mailed a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or are redemption to be called for each Holder of the redemption within one year of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice of redemption by the Trustee in the name, or (B) all Notes have otherwise become due and at the expense, of the Company, and payable hereunder; (ii) the Company has shall have irrevocably deposited or caused to be deposited with the Trustee cash or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender or non-callable U.S. Government Obligations, or a combination thereof, in such amount as will be sufficient, U.S. Government Obligations the scheduled payments is sufficient without consideration of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficientfunds, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premiumpremium on, if any, and interest on such the outstanding Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing ; provided that the Trustee shall have been irrevocably instructed to apply such funds U.S. Legal Tender to the payment thereof at maturity or redemptionof said principal, premium, if any, and interest with respect to the Notes and, provided, further, that from and after the time of deposit, the funds deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article X; (2iii) no Default or Event of Default with respect to this Indenture or the Notes 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, any other instrument to which the Company is a party or by which it is bound; (iv) the Company has paid or caused to be shall have paid all other sums payable by the Company under this Indentureit hereunder; and (3v) the Company has shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptionsCounsel, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 relating to providing for the satisfaction and discharge termination of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s 's obligations under the Notes and this Indenture and, have been satisfied. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the New Credit Facility (if applicablethen in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. (b) Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.2, 2.5, 2.6, 2.7, 2.8, 4.1, 4.13, 4.14, 4.15, 4.17, 7.7, 8.4, 8.5, and 8.6 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveSection 2.

Discharge of Liability on Notes. This When (1) the Company shall deliver to the Registrar for cancellation all Notes then outstanding not theretofore delivered to the Registrar for cancellation or (2) all the Notes then outstanding not theretofore delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall deliver to the Holders cash and, if applicable, shares of Common Stock sufficient to pay all amounts owing in respect of all such Notes or (b) become due and payable on the Maturity Date, Designated Event Repurchase Date or otherwise, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all such Notes, including the principal amount and interest accrued and unpaid to the Maturity Date, Designated Event Repurchase Date or other such date, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will with respect to the Notes shall cease to be of further effect (except as to surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive from the Trustee payments of the Notes as expressly provided for in this Indenture amounts then due, including interest and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the GuaranteesSpecial Interest, if any, of with respect to the Notes shall be dischargedand the other rights, terminated duties and releasedobligations of Holders, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid as beneficiaries hereof solely with respect to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemptionamounts, upon stated maturity or otherwiseif any, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (iii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of Trustee, authenticating agent, Paying Agent, Conversion Agent and interest on which will be sufficient (without any reinvestment of such interestRegistrar under this Indenture with respect to the Notes), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion as required by Section 12.03 and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge satisfaction of and discharging this Indenture with respect to the Notes; provided, however, the Company hereby agrees to reimburse the Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Company’s obligations under Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar and to compensate the Notes Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture and, if applicable, with respect to the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company or a Guarantor shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company or a Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or the Guarantor shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This (a) Solely with respect to the Notes, Section 9.1 of the Original Indenture will shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Indenture shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding NotesNotes issued hereunder, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, whenwhen either: (1) either (a) all Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Company, have been delivered to the Trustee for cancellation; or (b2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption, upon stated maturity redemption or otherwise, will become due and payable within one year (upon stated maturity or otherwise), 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 has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or instrument to which the Company is a party or by which the Company is bound; (c) the Company has paid or caused to be paid all other sums payable by the Company it under this Fifth Supplemental Indenture; and (3d) the Company has delivered irrevocable written instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. The Company shall deliver an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture Indenture, the obligations of the Company to the Trustee under Section 7.7 of the Original Indenture, and, if money shall have been complied with. Notwithstanding deposited with the foregoing paragraphTrustee pursuant to clause (2)(a) of this Section 8.01, the provisions of Sections 8.042.4, 8.052.7, 8.062.8 and 9.2 of the Indenture, 8.07 this Section 8.01 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge Section 8.03 of this Fifth Supplemental Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveshall survive.”

Discharge of Liability on Notes. This Section 401 of the Base Indenture will shall not apply to the Notes and references to “Section 401” in Section 402 of the Base Indenture shall become references to this Section 8.01. When (1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes which have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related twenty Trading Day periods used to determine the Applicable Stock Price for such conversion have elapsed) and the Company shall deliver to the Holders cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall irrevocably deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the Accreted Principal Amount and interest accrued and unpaid on the Original Principal Amount to such Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be discharged and will paid all other sums payable hereunder by the Company, then the Indenture with respect to the Notes shall cease to be of further effect (except as to surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of Notes; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof solely with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Notes shall be dischargedTrustee, terminated Authenticating Agent, Paying Agent, Conversion Agent and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Registrar under the Company and thereafter repaid Indenture with respect to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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’s obligations with respect thereto), and the Company has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientTrustee, U.S. Government Obligations the scheduled payments on demand of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion as required by Section 8.03 and at the cost and expense of Counsel may be subject the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharging the Indenture with respect to customary assumptionsthe Notes; provided, exceptions however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and limitations) stating that all conditions precedent under this Section 8.01 relating Registrar for any costs or expenses thereafter reasonably incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Notes. Notwithstanding the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraphIndenture, the provisions of Sections 8.04, 8.05, 8.06, 8.07 Trustee’s rights under and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors the Company to the Trustee under Section 607 of the Guarantees and this Base Indenture, except for those surviving obligations specified aboveshall survive.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, on any Redemption Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date or Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, Redemption Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash, a number of shares of Common Stock, or a combination of cash and shares of Common Stock, if any, as the case may be (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, the Specified Date Purchase Price or a Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (ii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestTrustee hereunder), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute proper instruments acknowledging satisfaction and discharge of this Indenture have been complied with. Notwithstanding Indenture; the foregoing paragraphCompany, the provisions of Sections 8.04however, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably and properly incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This (a) Solely with respect to the Notes, Section 9.1 of the Original Indenture will shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Indenture shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding NotesNotes issued hereunder, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, whenwhen either: (1) either (a) all Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Company, have been delivered to the Trustee for cancellation; or (b2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption, upon stated maturity redemption or otherwise, will become due and payable within one year (upon stated maturity or otherwise), 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 has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or instrument to which the Company is a party or by which the Company is bound; (c) the Company has paid or caused to be paid all other sums payable by the Company it under this Fourth Supplemental Indenture; and (3d) the Company has delivered irrevocable written instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. The Company shall deliver an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture Indenture, the obligations of the Company to the Trustee under Section 7.7 of the Original Indenture, and, if money shall have been complied with. Notwithstanding deposited with the foregoing paragraphTrustee pursuant to clause (2)(a) of this Section 8.01, the provisions of Sections 8.042.4, 8.052.7, 8.062.8 and 9.2 of the Indenture, 8.07 this Section 8.01 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge Section 8.03 of this Fourth Supplemental Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveshall survive.”

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon written request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company or any Subsidiary Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or any Subsidiary Guarantor shall have paid or caused to be paid all other sums payable hereunder by the Company and any Subsidiary Guarantor, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This (a) Solely with respect to the Notes, Section 9.1 of the Original Indenture will shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Indenture shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding NotesNotes issued hereunder, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, whenwhen either: (1) either (a) all Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Company, have been delivered to the Trustee for cancellation; or (b2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption, upon stated maturity redemption or otherwise, will become due and payable within one year (upon stated maturity or otherwise), 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 has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or instrument to which the Company is a party or by which the Company is bound; (c) the Company has paid or caused to be paid all other sums payable by the Company it under this Seventh Supplemental Indenture; and (3d) the Company has delivered irrevocable written instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. The Company shall deliver an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture the Indenture, the obligations of the Company to the Trustee under Section 7.7 of the Original Indenture, and, if money shall have been complied with. Notwithstanding deposited with the foregoing paragraphTrustee pursuant to clause (2)(a) of this Section 8.01, the provisions of Sections 8.042.4, 8.052.7, 8.062.8 and 9.2 of the Indenture, 8.07 this Section 8.01 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge Section 8.03 of this Seventh Supplemental Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveshall survive.”

Discharge of Liability on Notes. (a) This Third Lien Indenture will be discharged and will cease to be of further effect (except as to rights, indemnities and immunities of the Third Lien Trustee and to surviving rights of registration of or transfer or exchange of the Notes New Third Lien Secured Notes, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Third Lien Indenture) as to all outstanding New Third Lien Secured Notes, and all of the GuaranteesLiens, if any, of on the Collateral securing the New Third Lien Secured Notes shall and the related Guarantees will be discharged, terminated and released, when: (1) either in each case when (a) (i) all New Third Lien Secured Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than (x) New Third Lien Secured Notes that which have been replaced destroyed, lost or stolen and which have been replaced, paid or converted as provided in Section 2.06 and (y) New Third Lien Secured Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.04(d)) have been delivered to the Third Lien Trustee for cancellation; or or (bii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited with the Third Lien Trustee or delivered to Holders, as applicable, after the New Third Lien Secured Notes have become due and payable, whether on the maturity date, any redemption date, any Fundamental Change Payment Date, upon conversion or otherwise, cash in such amount as will be sufficientor cash, U.S. Government Obligations the scheduled payments shares of principal of and interest on which will be sufficient (without any reinvestment of such interest), Common Stock or a combination thereof in such amounts thereof, as will be sufficientapplicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding New Third Lien Secured Notes and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums due and payable for the New Third Lien Secured Notes under this Third Lien Indenture by the Company under this IndentureCompany; and and (3b) the Company has delivered to the Third Lien Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Third Lien Indenture relating to the satisfaction and discharge of this Third Lien Indenture in respect of the New Third Lien Secured Notes have been complied with. Notwithstanding The Company’s obligations in Sections 7.07, 8.05 and 8.06 will survive such satisfaction and discharge. (b) Upon satisfaction of the foregoing paragraphconditions set forth herein and upon request and at the expense of the Company, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Third Lien Trustee upon request shall execute proper instruments acknowledging will acknowledge in writing the discharge of this Indenture and those obligations that the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveCompany terminates.

Discharge of Liability on Notes. This When (1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes which have been replaced pursuant to Section 2.07) and not theretofore canceled or (2) all the Notes not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall have delivered to the Holders cash and (in the case of conversion) shares of Common Stock, as applicable, sufficient to pay, all amounts owing in respect of all Notes (other than any Notes which have been replaced pursuant to Section 2.07) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Maturity Date, Fundamental Change Repurchase Date, Redemption Date, upon declaration of acceleration or otherwise, and the Company shall have deposited with the Trustee cash sufficient to pay, in the opinion of a nationally recognized firm of certified public accountants, investment bank or appraisal firm, all amounts owing in respect of all Notes (other than any Notes which have been replaced pursuant to Section 2.07) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest, accrued and unpaid to such Maturity Date, Fundamental Change Repurchase Date or other such date, and if in either case (1) or (2) the Company shall also pay or deliver or cause to be paid or delivered all other sums payable and shares of Common Stock deliverable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect with respect to the Notes (except as to surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts and any shares of Common Stock then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof solely with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2iii) the Company has paid or caused to be paid all other sums payable by rights, obligations and immunities of the Company Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar under this Indenture; and (3) ), and the Trustee, on demand of the Company has delivered to the Trustee accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion as required by Section 8.03 and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge satisfaction of and discharging this Indenture and the Company’s obligations under Note Guarantees with respect to the Notes and this Indenture and, if applicable(such event, the obligations of all Guarantors under “Discharge”); provided, however, the Guarantees Company hereby agrees to reimburse the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar and to compensate the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any services thereafter reasonably and properly rendered by the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar in connection with this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. (a) This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights and immunities of the Trustee and surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1i) either either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trusttrust pursuant to the second paragraph of Section 8.04) have been delivered to the Trustee for cancellation; or cancellation or (b) all of the Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (2) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)3) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee cash funds in such an amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Company Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2ii) the Company Issuer has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3iii) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. . (b) Notwithstanding the foregoing paragraphclause (a) above, the provisions of Issuer’s obligations in Sections 8.042.04, 8.052.05, 8.062.06, 8.07 2.07, 2.08, 2.09, 7.07, 7.08 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, in this Article 3 VIII and Article X shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable depositThereafter, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the CompanyIssuer’s obligations under the Notes in Sections 7.07 and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees 8.06 shall survive such satisfaction and this Indenture, except for those surviving obligations specified abovedischarge.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes and the Notes surviving rights of the Trustee, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. Dollars, U.S. Government Governmental Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 the Indenture relating to the satisfaction and discharge of this the Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and NY\6371365.3 interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. (a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and Notes when (i) either (A) all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore heretofore authenticated and delivered (except lost, stolen or destroyed Notes that notes which have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee trustee for cancellation; or cancellation or (bB) all Notes not theretofore delivered to the Trustee trustee for cancellation (x) have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year or (upon stated maturity or otherwise), or y) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and and, in each case, the Company or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientfunds or certain direct, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)non-callable obligations of, or a combination thereof in such amounts as will be sufficientguaranteed by, the United States sufficient without reinvestment to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity payment; (ii) if in any such case no Default or redemption; Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (2iii) the Company has paid or caused to be paid pays all other sums payable hereunder and under the Notes by the Company under this Indenture; and and (3iv) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided relating to the satisfaction and discharge of this Indenture have been complied withwith and at the cost and expense of the Company. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Company or the Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) its obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d) and 6.01(e) (“covenant defeasance option”). Notwithstanding The legal defeasance option may be exercised notwithstanding any prior exercise of the foregoing paragraphcovenant defeasance option. Upon exercise by the Company or the Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantor’s obligations under its Note Guaranty will terminate, subject to the provisions of Section 8.01(c) and Section 10.03. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) or 6.01(e). Upon satisfaction of the conditions set forth herein and upon request of the Company or the Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Company or the Guarantor hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 8.07 8.06 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 10.03 shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicableThereafter, the obligations of the Company or the Guarantor pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantor’s obligations to pay fully and punctually all Guarantors amounts payable by the Company or the Guarantor to the Trustee under the Guarantees and this Indenture, except for those surviving obligations specified aboveIndenture shall survive.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes Notes, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (a) when either: (1) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (b2) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof of cash in such U.S. dollars and non-callable Government Securities in amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 the Indenture relating to the satisfaction and discharge of this the Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver directly to the Holders, a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from a nationally recognized accounting firm, and the Company shall have paid or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, subject to customary assumptions, exceptions and limitations) stating the provisions of this Indenture that all conditions precedent under this Section 8.01 relating to survive the satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This Indenture will be discharged and will cease When (i) the Company delivers to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to Trustee all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all other than Notes theretofore authenticated and delivered (except lost, stolen replaced pursuant to Section 2.07 hereof or destroyed Notes that have been replaced which are purchased pursuant to Section 4.11 or paid and 4.12 hereof or Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 8.02 hereof) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 ii) the Company has irrevocably deposited or caused to be deposited deposits with the Trustee cash money and/or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), maturing as to principal and interest in such amount amounts and at such times as will be are sufficient, U.S. Government Obligations the scheduled payments without consideration of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes on, or Liquidated Damages with respect to the date of outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) to maturity or redemption, as the case may be, together in accordance with irrevocable instructions from the terms of this Indenture and the Notes issued hereunder, and if in either case the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid pays all other sums payable here under by the Company, then this Indenture shall, subject to Sections 2.06 and 7.07 hereof, and each Subsidiary Guaranty, if any, shall except as to the obligations of the Subsidiary Guarantor thereunder in respect of such Sections, cease to be of further effect. The Trustee shall join in the execution of any documents prepared by the Company acknowledging satisfaction and discharge of this Indenture and each such Subsidiary Guaranty on written demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company. In the case of any such deposit pursuant to clause (ii) above, the obligation to pay the principal of and any interest on such Notes and the obligations under this Section 7.07 hereof shall continue until the Notes are paid in full (provided that the provisions of Section 7.07 hereof shall survive the payment of the Notes and discharge of the Indenture; and (3) ). The Company will be entitled to make such a deposit if the Company has delivered to the Trustee (i)(A) a ruling directed to the Trustee from the Internal Revenue Service to the effect that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of this Indenture and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred, or (B) an Officers’ Certificate and opinion of counsel, reasonably satisfactory to the Trustee, to the same effect as clause (i)(A) above, (ii) an Opinion of Counsel (which Opinion of Counsel who may be subject to customary assumptionsan employee of or counsel for the Company), exceptions and limitationsan Officers' Certificate in accordance with this Indenture and (iii) a report from a nationally recognized firm of independent public accountants stating that all conditions precedent under the amount of such deposit is sufficient to pay and discharge the amounts described in clause (ii) above with respect to the Notes. If the Trustee or Paying Agent is unable to apply any money in accordance with this Section 8.01 relating to by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the satisfaction obligations of the Company and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of each Subsidiary Guarantor under this Indenture and the Company’s obligations under Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Section 8.01 until such time as the Notes and Trustee or Paying Agent is permitted to apply all such money in accordance with this Indenture andSection 8.01; PROVIDED, HOWEVER, that if applicablethe Company or any Subsidiary Guarantor, as the case may be, makes any payment of interest on or principal of any Note following the reinstatement of its obligations, the obligations Company or any Subsidiary Guarantor, as the case may be, shall be subrogated to the right of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveHolders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Discharge of Liability on Notes. This (a) his Indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: when (1i) either either (aA) all the outstanding Notes theretofore heretofore authenticated and delivered (except lost, stolen or destroyed Notes that notes which have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or or (bB) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year or (upon stated maturity or otherwise), or y) are to be called for redemption within one year 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 CompanyIssuer, and and, in each case, the Company Issuer or either Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientfunds or certain direct, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)non-callable obligations of, or a combination thereof in such amounts as will be sufficientguaranteed by, the United States sufficient without reinvestment to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such on, the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Company Issuer directing the Trustee to apply such funds to the payment thereof at maturity payment; (ii) if in any such case no Default or redemption; Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (2iii) the Company has paid or caused to be paid Issuer pays all other sums payable hereunder and under the Notes by the Company under this Indenture; and Issuer and (3iv) the Company has Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided relating to the satisfaction and discharge of this Indenture have been complied withwith and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer or either Guarantor at any time may terminate (i) all their respective obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) their respective obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d) and 6.01(e) (“covenant defeasance option”). Notwithstanding The legal defeasance option may be exercised notwithstanding any prior exercise of the foregoing paragraphcovenant defeasance option. Upon exercise by the Issuer or either Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Note Guarantees will terminate, subject to the provisions of Section 8.01(c) and 10.03. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) or 6.01(e). Upon satisfaction of the conditions set forth herein and upon request of the Issuer or either Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 3.01(a), 3.01(b), 3.01(c), 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 8.07 9 10.03, 12.02, 12.03, 12.07, 12.10, 12.11 and 11.08 and12.14, if together with Sections 2, 3, 4, 6, 8(a), 8(b), 8(c), 13, 16, 17 and 18 of the outstanding Notes have been or are to be called for redemptionNotes, Article 3 shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicableThereafter, the obligations of the Issuer or the Guarantors pursuant to Sections 4.06, 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer or the Guarantors to the Trustee under the Guarantees and this Indenture, except for those surviving obligations specified aboveIndenture shall survive.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled; or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, Redemption Date, upon conversion or otherwise), and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date or a Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, so deposited with the Trustee; and (ii) the rights, obligations, indemnities and immunities of the Notes shall be discharged, terminated Trustee hereunder and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the obligations of the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwisein respect thereof), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientTrustee, U.S. Government Obligations the scheduled payments on written demand of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion Counsel, and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably and reasonably incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company or any Subsidiary Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or any Subsidiary Guarantor shall have paid or caused to be paid all other sums payable hereunder by the Company and any Subsidiary Guarantor, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either : (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or cancellation or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving or within one year will become due and payable, whether at maturity or as a result of the mailing of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount in cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Obligations, or a combination thereof in such amounts as will be sufficientthereof, sufficient to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Company Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has Issuers and/or the Guarantors have paid or caused to be paid all other sums payable by the Company them under this Indenture; and (3) the Company has Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. (a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and Notes when (i) either (A) all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore heretofore authenticated and delivered (except lost, stolen or destroyed Notes that notes which have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee trustee for cancellation; or or (bB) all Notes not theretofore delivered to the Trustee trustee for cancellation (x) have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year or (upon stated maturity or otherwise), or y) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientfunds or certain direct, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)non-callable obligations of, or a combination thereof in such amounts as will be sufficientguaranteed by, the United States sufficient without reinvestment to pay and discharge the entire Indebtedness on such the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity payment; (ii) if in any such case no Default or redemption; Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (2iii) the Company has paid or caused to be paid pays all other sums payable hereunder and under the Notes by the Company under this Indenture; and and (3iv) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding with and at the foregoing paragraphcost and expense of the Company. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the provisions Company at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) its obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d) and 6.01(e) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) or 6.01(e). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of the obligations of the Company hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 8.07 8.05 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 8.06 shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicableThereafter, the obligations of all Guarantors under the Guarantees Company pursuant to Sections 7.06, 7.07, 8.04 and this Indenture, except for those surviving obligations specified above8.05 shall survive.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes and the Notes surviving rights of the Trustee, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. Dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; and; (3c) the Company Issuer has delivered irrevocable instructions to the Trustee an Officers’ Certificate and an Opinion to apply the deposited money toward the payment of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled at maturity or are no longer outstanding. After such delivery or irrevocable depositthe redemption date, as the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture case may be; and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver directly to the Holders, a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, subject to customary assumptions, exceptions and limitations) stating the provisions of this Indenture that all conditions precedent under this Section 8.01 relating to survive the satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, Put Right Repurchase Date or Redemption Date, upon exchange or otherwise) and the Company shall deposit with the Trustee, in trust, or the Guarantor delivers to the Holders, as applicable, cash sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, Put Right Repurchase Date or Redemption Date by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company or the Guarantor, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (ii) the rights, U.S. Government Obligations indemnities and immunities of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestTrustee hereunder), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to customary assumptionsreimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, exceptions including the fees and limitations) stating that all conditions precedent under expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Section 8.01 relating to Indenture or the Notes. Notwithstanding the foregoing and the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveany obligation of the Company to any Holder under Article 4 hereof with respect to the exchange of any Note hereof will survive.

Discharge of Liability on Notes. This When (a) the Company or the Guarantor shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Company or the Guarantor shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding exchanges), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company or the Guarantor shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver directly to the Holders, a number of shares of Common Stock to satisfy the Company's obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from a nationally recognized accounting firm, and the Company shall have paid or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, subject to customary assumptions, exceptions and limitations) stating the provisions of this Indenture that all conditions precedent under this Section 8.01 relating to survive the satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any other Person on behalf of the Company has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company or any Person on behalf of the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon written request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes and the Notes surviving rights of the Trustee, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in such amount Euros, Euro-Denominated Designated Government Obligations or a combination of cash in Euros and Euro-Denominated Designated Government Obligations in amounts as will be sufficient, U.S. Government Obligations the scheduled payments without consideration of principal of and interest on which will be sufficient (without any reinvestment of such interest, in the opinion of a nationally recognized firm of independent accountants (in the event that Euro-Denominated Designated Government Obligations are deposited), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 the Indenture relating to the satisfaction and discharge of this the Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will Note Agreement shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of or transfer or exchange of the Notes Notes, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this IndentureNote Agreement) as to all outstanding Notes, Notes and all of the Guarantees, if any, obligations under this Note Agreement with respect to the Holders of the Notes shall be discharged, terminated and released, when: (1i) either either (a) all the Notes theretofore authenticated issued under this Note Agreement and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee Issuer for cancellation; or cancellation or (b) all of the Notes not theretofore delivered to the Trustee for cancellation under this Note Agreement (i) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, will (ii) shall become due and payable at their Stated Maturity within one year or (upon stated maturity or otherwise)iii) if redeemable at the option of the Issuer, or are to be have been called for redemption within one year under arrangements satisfactory to the Trustee Paying Agent (if other than the Issuer which Paying Agent may be the trustee for the New Investments Notes) for the giving of notice of redemption by the Trustee Issuer or such Paying Agent in the name, and at the expense, of the CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee cash Paying Agent (if other than the Issuer which Paying Agent may be the trustee for the New Investments Notes) funds in such an amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee Issuer for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Company Issuer directing the Trustee such Paying Agent, if applicable, to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2ii) the Company Issuer has paid or caused to be and/or the Guarantors have paid all other sums payable by the Company under this IndentureNote Agreement; and (3iii) the Company Issuer has delivered to the Trustee Holder Agent an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Note Agreement relating to the satisfaction and discharge of this Indenture Note Agreement have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, any Redemption Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash, a number of shares of Common Stock, or a combination of cash and shares of Common Stock, if any, as the case may be (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date or Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving the rights of registration the Trustee under Section 10.07 and if any funds are deposited under clause (b) above, as to (i) rights hereunder of transfer or exchange of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (ii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestTrustee hereunder), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture have been complied with. Notwithstanding Indenture; the foregoing paragraphCompany, the provisions of Sections 8.04however, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably and properly incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter incurred by the discharge Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a)(i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.10 hereof) for cancellation or (ii) all outstanding Notes have become due and payable, whether at the Maturity Date, any Fundamental Change Repurchase Date, or upon conversion or otherwise, and the Company irrevocably deposits with the Trustee or delivers to the Holders, as applicable, cash or U.S. government obligations and/or shares of Common Stock and cash (in lieu of fractional shares of Common Stock) (solely to satisfy amounts due and owing as a result of conversions of the Notes), sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.10 hereof), (b) the Company pays all other sums payable by it under the Indenture will be discharged with respect to the then outstanding Notes and (c) upon demand of the Company, the Company delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all of the applicable conditions precedent to the discharge of the Indenture described in this section have been satisfied, then, subject to Section 7.7 of the Base Indenture, the Indenture will cease to be of further effect (except as with respect to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees Holders and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to acknowledge the satisfaction and discharge of this the Indenture have been complied withwith respect to the Notes. Notwithstanding the foregoing paragraphsatisfaction and discharge of the Indenture, (i) any obligation of the provisions Company to any Holder under Article 9 hereof with respect to the conversion of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been any Note or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging under Section 7.7 of the discharge Base Indenture with respect to compensation or indemnity, and (ii) any obligation of the Trustee with respect to money deposited with the Trustee under this Indenture Article 7 and Section 10.2 of the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Base Indenture, except for those surviving obligations specified abovewill survive.

Discharge of Liability on Notes. (a) This Indenture indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Outstanding Notes shall be discharged, terminated and released, when: when (i) either (1) either (a) all the Notes theretofore heretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or cancellation or (b2) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one (1) year or (upon stated maturity or otherwise), or y) are to be called for redemption within one (1) year 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 CompanyIssuer, and and, in each case, the Company has Issuer or the Guarantors, have irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient, U.S. Government Obligations in the scheduled payments opinion of principal a nationally recognized firm of and interest on which will be sufficient (independent public accountants, without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Company Issuer directing the Trustee to apply such funds to such payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the payment thereof at maturity or redemption; date of such deposit after giving effect thereto; (2iii) the Company has paid or caused to be paid Issuer pays all other sums payable hereunder and under the Notes by the Company under this Indenture; and Issuer and (3iv) the Company has Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the provisions Issuer or any Guarantor at any time may terminate (i) all of the Issuer’s obligations under this Indenture, the Notes and the Collateral Documents (“legal defeasance option”) or (ii) the obligations of the Issuer under Sections 4.02, 4.03, 4.04, 4.05, 4.07 through 4.25 and 5.01(b) and 5.02, the operation of Sections 6.01(d), 6.01(f), 6.01(j) and 6.01(k) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. Upon exercise by the Issuer or any Guarantor of the legal defeasance option or the covenant defeasance option, each Guarantors’ obligations under its Note Guarantee will terminate. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(b), 6.01(c), 6.01(d), 6.01(e) or (f). Upon satisfaction of the conditions set forth herein and upon request of the Issuer or any Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 8.07 8.05 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 8.06 shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicableThereafter, the obligations of the Issuer and the Guarantors pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, each Guarantors’ obligations to pay fully and punctually all Guarantors amounts payable by the Issuer or any Guarantor to the Trustee under the Guarantees and this Indenture, except for those surviving obligations specified aboveIndenture shall survive.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash, a number of Common Shares, or a combination of cash and Common Shares, if any, as the case may be (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (ii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestTrustee hereunder), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute proper instruments acknowledging satisfaction and discharge of this Indenture have been complied with. Notwithstanding Indenture; the foregoing paragraphCompany, the provisions of Sections 8.04however, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are xxxxxx agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably and properly incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes and the Notes surviving rights of the Trustee, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in such amount Euros, Euro-Denominated Designated Government Obligations, or a combination of cash in Euros and Euro-Denominated Designated Government Obligations in amounts as will be sufficient, U.S. Government Obligations in the scheduled payments opinion of principal a nationally recognized firm of and interest on which will be sufficient (independent accountants, without consideration of any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 the Indenture relating to the satisfaction and discharge of this the Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. (a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and Notes when (i) either (A) all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore heretofore authenticated and delivered (except lost, stolen or destroyed Notes that notes which have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee trustee for cancellation; or or (bB) all Notes not theretofore delivered to the Trustee trustee for cancellation (x) have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year or (upon stated maturity or otherwise), or y) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and and, in each case, the Company or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientfunds or certain direct, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)non-callable obligations of, or a combination thereof in such amounts as will be sufficientguaranteed by, the United States sufficient without reinvestment to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity payment; (ii) if in any such case no Default or redemption; Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (2iii) the Company has paid or caused to be paid pays all other sums payable hereunder and under the Notes by the Company under this Indenture; and and (3iv) the Company has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided relating to the satisfaction and discharge of this Indenture have been complied withwith and at the cost and expense of the Company. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Company or the Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) its obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d) and 6.01(e) (“covenant defeasance option”). Notwithstanding The legal defeasance option may be exercised notwithstanding any prior exercise of the foregoing paragraphcovenant defeasance option. Upon exercise by the Company or the Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantor’s obligations under its Note Guaranty will terminate, subject to the provisions of Section 8.01(c) and Section 10.03. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) or 6.01(e). Upon satisfaction of the conditions set forth herein and upon request of the Company or the Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Company or the Guarantor hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 8.07 8.06 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 10.03 shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicableThereafter, the obligations of the Company or the Guarantor pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantor’s obligations to pay fully and punctually all Guarantors amounts payable by the Company or the Guarantor to the Trustee under the Guarantees and this Indenture, except for those surviving obligations specified aboveIndenture shall survive.

Discharge of Liability on Notes. This Indenture will (and all liens on Collateral granted to secure the Notes and the Guarantees) shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes that have not theretofore been delivered to the Trustee for cancellation (a) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (b) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)c) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof of cash in such U.S. dollars and non-callable Government Securities in amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and additional interest, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer has paid or caused to be paid all other sums payable by the Company it under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, an amount of cash or combination of cash and Common Shares (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (ii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestTrustee hereunder), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute proper instruments acknowledging satisfaction and discharge of this Indenture have been complied with. Notwithstanding Indenture; the foregoing paragraphCompany, the provisions of Sections 8.04however, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This The Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes Notes, as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (a) when either: (1) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that which have been replaced pursuant to Section 2.8 of the Base Indenture or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (b2) all of the Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (B) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)C) if redeemable at the option of the Issuer, or 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 CompanyIssuer, and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof of cash in such U.S. dollars and non- callable Government Securities in amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer and/or the Guarantors has paid or caused to be paid all other sums payable by them under the Company under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 the Indenture relating to the satisfaction and discharge of this the Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) When (i) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation; or cancellation or (bB) all Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable by giving of payable, whether at the Maturity Date, a notice of redemption, upon stated maturity Soft Call Date or otherwise, a Fundamental Change Repurchase Date or will become due and payable within one year (upon stated maturity or otherwise), or are to be have been called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, a Soft Call Notice and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal ofpremium and accrued interest to the Maturity Date, premium, if any, Soft Call Date or Fundamental Change Repurchase Date; (ii) no Default or Event of Default shall have occurred and interest be continuing on such Notes to the date of maturity such deposit or redemptionshall occur as a result of such deposit and such deposit will not result in a breach or violation of, as the case may beor constitute a default under, together with irrevocable instructions from any other instrument to which the Company directing or any Guarantor is a party or by which the Trustee to apply such funds to the payment thereof at maturity Company or redemption; any Guarantor is bound; (2iii) the Company or any Guarantor has paid or caused to be paid all other sums payable by the Company it under this IndentureIndenture and the Notes; and and (3iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at the Maturity Date, Soft Call Date or Fundamental Change Repurchase Date, as the case may be, then upon demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel (which Opinion Counsel, at the cost and expense of Counsel may be subject the Company, to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 specified herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding ) this Indenture shall cease to be of further effect with respect to the foregoing paragraphNotes and the Liens on the Collateral securing the Notes will be released. (b) Upon satisfaction of the conditions set forth herein and upon request of the Company, the provisions Trustee shall acknowledge in writing the satisfaction and discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03, 8.04, 8.05, 8.06, 8.07 8.05 and 11.08 and, if 8.06 and Article X (and the outstanding Holder’s rights to submit a Notice of Voluntary Exchange under Article III and exchange its Notes have been or are to be called for redemption, in accordance with Article 3 X) shall survive until the Notes have been cancelled or are no longer outstandingpaid and/or exchanged in full. After such delivery or irrevocable depositThereafter, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes in Sections 7.07, 8.04, 8.05 and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above8.06 shall survive.

Discharge of Liability on Notes. This When (1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes which have been replaced pursuant to Section 2.07) and not theretofore canceled or (2) all the Notes not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall have delivered to the Holders cash and (in the case of conversion) shares of Common Stock, as applicable, sufficient to pay, all amounts owing in respect of all Notes (other than any Notes which have been replaced pursuant to Section 2.07) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Maturity Date, Fundamental Change Repurchase Date, Redemption Date, upon declaration of acceleration or otherwise, and the Company shall have deposited with the Trustee cash sufficient to pay, in the opinion of a nationally recognized firm of certified public accountants, investment bank or appraisal firm, all amounts owing in respect of all Notes (other than any Notes which have been replaced pursuant to Section 2.07) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest, including any Additional Interest, accrued and unpaid to such Maturity Date, Fundamental Change Repurchase Date or other such date, and if in either case (1) or (2) the Company shall also pay or deliver or cause to be paid or delivered all other sums payable and shares of Common Stock deliverable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect with respect to the Notes (except as to surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts and any shares of Common Stock then due, including interest (and any Additional Interest) with respect to the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof solely with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2iii) the Company has paid or caused to be paid all other sums payable by rights, obligations and immunities of the Company Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar under this Indenture; and (3) ), and the Trustee, on demand of the Company has delivered to the Trustee accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion as required by Section 8.03 and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge satisfaction of and discharging this Indenture and the Company’s obligations under Note Guarantees with respect to the Notes and this Indenture and, if applicable(such event, the obligations of all Guarantors under “Discharge”); provided, however, the Guarantees Company hereby agrees to reimburse the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar and to compensate the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any services thereafter reasonably and properly rendered by the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar in connection with this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect When (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenturei) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered delivers to the Trustee all outstanding Notes (other than Notes replaced or repaid pursuant to Section 2.7) for cancellation; or cancellation or (bii) all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, will (b) shall become due and payable at their stated maturity within one year (whether on a Purchase Date, Fundamental Change Purchase Date or upon stated maturity or otherwise)conversion, or (c) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyTrustee, and the Company has irrevocably deposited or caused to be deposited with the Trustee cash funds in such an amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, and premium, if any, and interest (including Additional Interest, if any) on such the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) , as the case may be; and if in either case the Company has paid or caused to be paid pays all other sums payable hereunder by the Company under this Indenture; and (3) Company, and the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding , then this Indenture shall, subject to Section 9.7 and subject to the foregoing paragraphsatisfaction of any obligations of the Company under Article XII to effect settlement upon conversion of the Notes, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are cease to be called for redemption, Article 3 of further effect. The Trustee shall survive until join in the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, execution of a document prepared by the Trustee upon request shall execute proper instruments Company acknowledging the satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of the Indenture have been complied with and at the cost and expense of the Company’s obligations under . Notwithstanding the Notes and this Indenture and, if applicableforegoing, the obligations of all Guarantors the Company under Section 9.7 shall survive the Guarantees discharge of the Indenture and this Indenture, except for those surviving obligations specified abovethe Notes.

Discharge of Liability on Notes. This When (1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes which have been replaced pursuant to Section 2.07) and not theretofore canceled or (2) all the Notes not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall have delivered to the Holders cash and (in the case of conversion) shares of Common Stock, as applicable, sufficient to pay, all amounts owing in respect of all Notes (other than any Notes which have been replaced pursuant to Section 2.07) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Maturity Date, Fundamental Change Repurchase Date, Redemption Date, upon declaration of acceleration or otherwise, and the Company shall have deposited with the Trustee cash sufficient to pay, in the opinion of a nationally recognized firm of certified public accountants, investment bank or appraisal firm, all amounts owing in respect of all Notes (other than any Notes which have been replaced pursuant to Section 2.07) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest, including any Additional Interest, accrued and unpaid to such Maturity Date, Fundamental Change Repurchase Date or other such date, and if in either case (1) or (2) the Company shall also pay or deliver or cause to be paid or delivered all other sums payable and shares of Common Stock deliverable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect with respect to the Notes (except as to surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts and any shares of Common Stock then due, including interest (and any Additional Interest) with respect to the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof solely with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2iii) the Company has paid or caused to be paid all other sums payable by rights, obligations and immunities of the Company Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar under this Indenture; and (3) ), and the Trustee, on demand of the Company has delivered to the Trustee accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion as required by Section 8.03 and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge satisfaction of and discharging this Indenture and the Company’s obligations under Note Guarantees with respect to the Notes and this Indenture and, if applicable(such event, the obligations of all Guarantors under “Discharge”); provided, however, the Guarantees Company hereby agrees to reimburse the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar and to compensate the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any services thereafter reasonably and properly rendered by the Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar in connection with this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This When (1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes which have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or (2) all the Notes not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (or, if the Company has obtained Stockholder Approval to make the Net Share Settlement Election and has irrevocably made the Net Share Settlement Election, after all related Observation Periods have elapsed) and the Company shall deliver to the Holders shares of Common Stock (or, if the Company has obtained Stockholder Approval to make the Net Share Settlement Election and has irrevocably made the Net Share Settlement Election, a combination of cash and shares, if any, of Common Stock), sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Maturity Date, Fundamental Change Repurchase Date or otherwise, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest accrued and unpaid to the Maturity Date, Fundamental Change Repurchase Date or other such date, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will with respect to the Notes shall cease to be of further effect (except as to surviving (i) remaining rights of registration of transfer or exchange transfer, substitution and conversion of Notes, (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof solely with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (iii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of Trustee, Authenticating Agent, Paying Agent, Conversion Agent and interest on which will be sufficient (Registrar under this Indenture with respect to the Notes, including, without any reinvestment of such interestlimitation, its rights under Section 6.06), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (which Opinion as required by Section 13.03 and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge satisfaction of and discharging this Indenture with respect to the Notes; provided however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Company’s obligations under Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Notes Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture and, if applicable, with respect to the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, any Fundamental Change Repurchase Date, any Redemption Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash, a number of shares of Common Stock, or a combination of cash and shares of Common Stock, if any, as the case may be (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Repurchase Date or Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (ii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestTrustee hereunder), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture have been complied with. Notwithstanding and the foregoing paragraphNotes; the Company, the provisions of Sections 8.04however, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably and properly incurred by the discharge Trustee, including the fees and expenses of this Indenture its counsel, and to compensate the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveTrustee its services thereafter in accordance with Section 10.07.

Discharge of Liability on Notes. This Section 401 of the Base Indenture will shall not apply to the Notes and references to “Section 401” in Section 402 of the Base Indenture shall become references to this Section 8.01. When (1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes which have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related ten Trading Day periods used to determine the Applicable Stock Price for such conversion have elapsed) and the Company shall deliver to the Holders shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the Accreted Principal Amount and interest accrued and unpaid on the Original Principal Amount to such Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be discharged and will paid all other sums payable hereunder by the Company, then the Indenture with respect to the Notes shall cease to be of further effect (except as to surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of Notes; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof solely with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Notes shall be dischargedTrustee, terminated Authenticating Agent, Paying Agent, Conversion Agent and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Registrar under the Company and thereafter repaid Indenture with respect to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwiseNotes), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientTrustee, U.S. Government Obligations the scheduled payments on demand of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion as required by Section 8.03 and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging satisfaction of and discharging the discharge of this Indenture and with respect to the Company’s obligations under the Notes and this Indenture andNotes; provided, if applicablehowever, the obligations of all Guarantors under Company hereby agrees to reimburse the Guarantees Trustee, Authenticating Agent, Paying Agent, Conversion Agent and this IndentureRegistrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, except Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for those surviving obligations specified aboveany services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Notes.

Discharge of Liability on Notes. This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (b) will become due and payable at their Stated Maturity within one year or (upon stated maturity or otherwise)c) if redeemable at the option of the Issuer, or 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 expenseexpense of, of the CompanyIssuer, and the Company has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof of cash in such U.S. dollars and non-callable Government Securities in amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Interest, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has Issuers and/or the Guarantors have paid or caused to be paid all other sums payable by the Company them under this Indenture; (c) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and (3d) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will shall upon Company Request cease to be of further effect as to all Outstanding Notes or all Outstanding Notes of any Note Series, as the case may be (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, at the expense of the Notes as expressly provided for in this Indenture Company, shall execute proper instruments acknowledging satisfaction and except for the Trustee’s right to reimbursement discharge of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1a) either (a1) all Outstanding Notes or all Outstanding Notes of any Note Series, as the case may be, theretofore authenticated and delivered (except lostother than Notes or Notes of such series, stolen or destroyed Notes that have been replaced or paid and Notes as the case may be, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 7.2) have been delivered to the Company or the Trustee for cancellation; or (b2) all such Notes not theretofore delivered to the Company or the Trustee for cancellation cancellation, (i) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, or (ii) will become due and payable at their Stated Maturity within one year (upon stated maturity or otherwise), or 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, year; and at the expense, of the Company, and in the Company case of (i) or (ii) above, has irrevocably deposited or caused to be deposited with the Trustee cash as trust funds in such trust for the purpose, an amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness indebtedness on such Notes not theretofore delivered to the Trustee or the Company for cancellation, for principal of, premium, if any, and any interest on such Notes to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has paid or caused to be paid all other sums payable hereunder by the Company under this IndentureCompany; and (3c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptionsCounsel, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding The Trustee shall join in the foregoing paragraph, execution of a document prepared by the provisions of Sections 8.04, 8.05, 8.06, 8.07 Company acknowledging satisfaction and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of the Company’s obligations under . Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes and this Indenture and, if applicableof any Note Series, the obligations of all Guarantors the Company to the Trustee with respect to the Notes of that series under Section 6.6, the Guarantees obligations of the Company to any Authenticating Agent and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section, Section 7.2 shall survive. The Company shall pay and this Indentureindemnify the Trustee against any tax, except fee or other charge imposed on or assessed against the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for those surviving obligations specified abovethe account of the Holders of Outstanding Notes.

Discharge of Liability on Notes. (a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and Notes when (i) either (A) all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore heretofore authenticated and delivered (except lost, stolen or destroyed Notes that notes which have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee trustee for cancellation; or or (bB) all Notes not theretofore delivered to the Trustee trustee for cancellation (x) have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year or (upon stated maturity or otherwise), or y) are to be called for redemption within one year 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 CompanyIssuer, and and, in each case, the Company Issuer or either Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientfunds or certain direct, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)non-callable obligations of, or a combination thereof in such amounts as will be sufficientguaranteed by, the United States sufficient without reinvestment to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Company Issuer directing the Trustee to apply such funds to the payment thereof at maturity payment; (ii) if in any such case no Default or redemption; Event of Default has occurred and is continuing on the date of such deposit after giving effect thereto; (2iii) the Company has paid or caused to be paid Issuer pays all other sums payable hereunder and under the Notes by the Company under this Indenture; and Issuer and (3iv) the Company has Issuer shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) each stating that all conditions precedent under this Section 8.01 herein provided relating to the satisfaction and discharge of this Indenture have been complied withwith and at the cost and expense of the Issuer. (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Issuer or either Guarantor at any time may terminate (i) all its obligations under this Indenture and the Notes (“legal defeasance option”) or (ii) its obligations under Sections 4.07, 4.08, 4.09, 5.01(iii) and 5.02 and the operation of Sections 6.01(c), 6.01(d) and 6.01(e) (“covenant defeasance option”). Notwithstanding The legal defeasance option may be exercised notwithstanding any prior exercise of the foregoing paragraphcovenant defeasance option. Upon exercise by the Issuer or either Guarantor of the legal defeasance option or the covenant defeasance option, the Guarantors’ obligations under the Note Guaranties will terminate, subject to the provisions of Section 8.01(c) and 10.03. If the legal defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) or 6.01(e). Upon satisfaction of the conditions set forth herein and upon request of the Issuer or either Guarantor, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors hereunder except those specified in Section 8.01(c). (c) Notwithstanding Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05, 8.06, 8.07 8.06 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 10.03 shall survive until the Notes have been cancelled or are no longer outstandingpaid in full. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicableThereafter, the obligations of the Issuer or the Guarantors pursuant to Sections 7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, the Guarantors’ obligations to pay fully and punctually all amounts payable by the Issuer or the Guarantors to the Trustee under the Guarantees and this Indenture, except for those surviving obligations specified aboveIndenture shall survive.

Discharge of Liability on Notes. This (a) Solely with respect to the Notes, Section 9.1 of the Original Indenture will shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Indenture shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding NotesNotes issued hereunder, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, whenwhen either: (1) either (a) all Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Company, have been delivered to the Trustee for cancellation; or (b2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption, upon stated maturity redemption or otherwise, will become due and payable within one year (upon stated maturity or otherwise), 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 has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or instrument to which the Company is a party or by which the Company is bound; (c) the Company has paid or caused to be paid all other sums payable by the Company it under this Sixth Supplemental Indenture; and (3d) the Company has delivered irrevocable written instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. The Company shall deliver an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture the Indenture, the obligations of the Company to the Trustee under Section 7.7 of the Original Indenture, and, if money shall have been complied with. Notwithstanding deposited with the foregoing paragraphTrustee pursuant to clause (2)(a) of this Section 8.01, the provisions of Sections 8.042.4, 8.052.7, 8.062.8 and 9.2 of the Indenture, 8.07 this Section 8.01 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge Section 8.03 of this Sixth Supplemental Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveshall survive.”

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect When (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenturei) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered delivers to the Trustee all outstanding Notes (other than Notes replaced or repaid pursuant to Section 2.7) for cancellation; or cancellation or (bii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 Companypayable, and the Company has irrevocably deposited or caused to be deposited with the Trustee cash funds in such an amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, for principal of, and premium, if any, interest (including Contingent Interest and interest Additional Interest, if any) on such the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) , as the case may be; and if in either case the Company has paid or caused to be paid pays all other sums payable hereunder by the Company under this Indenture; and (3) Company, and the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding , then this Indenture shall, subject to Section 9.7 and subject to the foregoing paragraphsatisfaction of any obligations of the Company under Article XII to effect settlement upon conversion of the Notes, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are cease to be called for redemption, Article 3 of further effect. The Trustee shall survive until join in the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, execution of a document prepared by the Trustee upon request shall execute proper instruments Company acknowledging the satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of the Indenture have been complied with and at the cost and expense of the Company’s obligations under . Notwithstanding the Notes and this Indenture and, if applicableforegoing, the obligations of all Guarantors the Company under Section 9.7 shall survive the Guarantees discharge of the Indenture and this Indenture, except for those surviving obligations specified abovethe Notes.

Discharge of Liability on Notes. This (a) Solely with respect to the Notes, Section 9.1 of the Original Indenture will shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Indenture shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding NotesNotes issued hereunder, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, whenwhen either: (1) either (a) all Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Company, have been delivered to the Trustee for cancellation; or (b2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption, upon stated maturity redemption or otherwise, will become due and payable within one year (upon stated maturity or otherwise), 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 has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or instrument to which the Company is a party or by which the Company is bound; (c) the Company has paid or caused to be paid all other sums payable by the Company it under this Third Supplemental Indenture; and (3d) the Company has delivered irrevocable written instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. The Company shall deliver an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture Indenture, the obligations of the Company to the Trustee under Section 7.7 of the Original Indenture, and, if money shall have been complied with. Notwithstanding deposited with the foregoing paragraphTrustee pursuant to clause (2)(a) of this Section 8.01, the provisions of Sections 8.042.4, 8.052.7, 8.062.8 and 9.2 of the Indenture, 8.07 this Section 8.01 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge Section 8.03 of this Third Supplemental Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveshall survive.”

Discharge of Liability on Notes. This Indenture will be discharged and will cease Upon the deposit with Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 10.03 hereof) to be pay or redeem all Outstanding Notes (whether upon or prior to the maturity or the redemption date of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly such Notes), provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesthat, if any, any of the such Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or are to be called for redeemed prior to maturity, notice of such redemption within one year under arrangements shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of notice such notice, then all liability of Borrower in respect of such Notes shall cease, terminate and be completely discharged, except only that the Registered Owners thereof shall thereafter be entitled to payment of the principal or redemption by the Trustee in the nameprice, and at the expenseas applicable, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date by Borrower, and Borrower shall remain liable for such payment, but only out of maturity such money or redemptionsecurities deposited with Trustee as aforesaid for their payment; provided, as the case may befurther, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptionshowever, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04Section 10.04 hereof shall apply in all events. In the event any of said Notes are not to be redeemed within the next succeeding 60 days, 8.05Borrower shall have given Trustee in form satisfactory to it irrevocable instructions for it to mail, 8.06as soon as practicable in the same manner as a notice of redemption is mailed pursuant to Article IV hereof, 8.07 a notice to the Registered Owners of such Notes that the deposit required above has been made with Trustee and 11.08 and, if the outstanding that said Notes are deemed to have been paid in accordance with this Section and stating such maturity or redemption dates upon which moneys are to be called available for redemptionthe payment of the principal or redemption price, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if as applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified abovesaid Notes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, an amount of cash, Common Shares or combination of cash and Common Shares (solely to settle amounts due with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash in such amount as will be sufficientand (ii) the rights, U.S. Government Obligations obligations and immunities of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestTrustee hereunder), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute proper instruments acknowledging satisfaction and discharge of this Indenture have been complied with. Notwithstanding Indenture; the foregoing paragraphCompany, the provisions of Sections 8.04however, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1a) either: (ai) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of such Notes that have not theretofore been delivered to the Trustee for cancellation (a) have become due and payable by giving reason of the mailing of a notice of redemption or otherwise, (b) will become due and payable at their final Stated Maturity within one year or (c) are to be called for redemption, by the mailing of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 CompanyIssuer, and the Company Issuer or a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in such amount as will be U.S. dollars sufficient, U.S. non-callable Government Obligations Securities, the scheduled payments payment of principal of and interest on which will be sufficient (without any reinvestment of such interest)a sufficient, or a combination thereof of cash in such amounts U.S. dollars and non-callable Government Securities as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal of, premium, if any, on, and interest on such and Additional Interest, if any, on, the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company Issuer has paid or caused to be paid all other sums payable by the Company it under this Indenture; (c) the Issuer 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 the case may be; and (3d) the Company Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This Indenture will be discharged and will cease When (a)(i) the Company delivers to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to Registrar all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1other than Notes replaced pursuant to Section 2.11 hereof) either for cancellation or (aii) all outstanding Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable payable, by giving reason of the issuance of a notice of redemption, upon stated maturity Redemption Notice or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited deposits with the Trustee or delivers to the Holders, as applicable, cash and/or shares of Common Stock (or, if applicable, Reference Property) and cash (in such amount lieu of fractional shares of Common Stock or, if applicable, Reference Property Units) (solely to satisfy amounts due and owing as will be sufficient, U.S. Government Obligations a result of conversions of the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestNotes), or a combination thereof in such amounts as will be sufficient, sufficient to pay all amounts due and discharge the entire Indebtedness owing on such all outstanding Notes not theretofore delivered (other than Notes replaced pursuant to the Trustee for cancellationSection 2.11 hereof), for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has paid or caused to be paid pays all other sums payable by the Company it under this Indenture; and Indenture with respect to the then outstanding Notes and (3c) the Company has delivered delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptionsCounsel, exceptions and limitations) each stating that all of the applicable conditions precedent under to the discharge of this Indenture described in this section have been satisfied, then, subject to Section 8.01 relating 7.06 hereof, this Indenture will cease to be of further effect with respect to the Notes and the Holders and the Trustee will acknowledge the satisfaction and discharge of this Indenture have been complied withwith respect to the Notes. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 satisfaction and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above(i) any obligation of the Company to any Holder under Article 10 hereof with respect to the conversion of any Note or to the Trustee under Article 7 hereof with respect to compensation or indemnity, and (ii) any obligation of the Trustee with respect to money deposited with the Trustee under this Article 8 and Section 15.02 hereof will survive.

Discharge of Liability on Notes. This Indenture will shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) when either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed other than Notes that pursuant to Section 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all of the Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable by giving of a notice of redemptionpayable, upon stated maturity or otherwise, (b) will become due and payable at their stated maturity within one year or (upon stated maturity or otherwise)c) if redeemable at the option of the Issuer, or 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 expenseexpense of, of the CompanyIssuer, and the Company has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders cash in such amount as will be sufficientU.S. dollars, U.S. non-callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof of cash in such U.S. dollars and non-callable Government Securities in amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Interest, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) the Company has Issuers and/or the Guarantors have paid or caused to be paid all other sums payable by the Company them under this Indenture; (c) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and (3d) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. This (a) Solely with respect to the Notes, Section 9.1 of the Original Indenture will shall be amended and restated in its entirety by inserting the following in lieu thereof: “The Indenture shall be discharged and will shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding NotesNotes issued hereunder, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, whenwhen either: (1) either (a) all Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Company, have been delivered to the Trustee for cancellation; or (b2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption, upon stated maturity redemption or otherwise, will become due and payable within one year (upon stated maturity or otherwise), 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 has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or instrument to which the Company is a party or by which the Company is bound; (c) the Company has paid or caused to be paid all other sums payable by the Company it under this Second Supplemental Indenture; and (3d) the Company has delivered irrevocable written instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. The Company shall deliver an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture Indenture, the obligations of the Company to the Trustee under Section 7.7 of the Original Indenture, and, if money shall have been complied with. Notwithstanding deposited with the foregoing paragraphTrustee pursuant to clause (2)(a) of this Section 8.01, the provisions of Sections 8.042.4, 8.052.7, 8.062.8 and 9.2 of the Indenture, 8.07 this Section 8.01 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge Section 8.03 of this Second Supplemental Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveshall survive.”

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) When (i) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany) have been delivered to the Trustee for cancellation; or cancellation or (bB) all Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable by giving of payable, whether at the Maturity Date, a notice of redemption, upon stated maturity Soft Call Date or otherwise, a Fundamental Change Repurchase Date or will become due and payable within one year (upon stated maturity or otherwise), or are to be have been called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, a Soft Call Notice and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee in trust solely for the benefit of the Holders, cash in such amount as will be sufficientU.S. dollars, U.S. non- callable Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest)Securities, or a combination thereof in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal ofpremium and accrued interest to the Maturity Date, premium, if any, Soft Call Date or Fundamental Change Repurchase Date; (ii) no Default or Event of Default shall have occurred and interest be continuing on such Notes to the date of maturity such deposit or redemptionshall occur as a result of such deposit and such deposit will not result in a breach or violation of, as the case may beor constitute a default under, together with irrevocable instructions from any other instrument to which the Company directing or any Guarantor is a party or by which the Trustee to apply such funds to the payment thereof at maturity Company or redemption; any Guarantor is bound; (2iii) the Company or any Guarantor has paid or caused to be paid all other sums payable by the Company it under this IndentureIndenture and the Notes; and and (3iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at the Maturity Date, Soft Call Date or Fundamental Change Repurchase Date, as the case may be, then upon demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel (which Opinion Counsel, at the cost and expense of Counsel may be subject the Company, to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 specified herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding ) this Indenture shall cease to be of further effect with respect to the foregoing paragraphNotes and the Liens on the Collateral securing the Notes will be released. (b) Upon satisfaction of the conditions set forth herein and upon request of the Company, the provisions Trustee shall acknowledge in writing the satisfaction and discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03, 8.04, 8.05, 8.06, 8.07 8.05 and 11.08 and, if 8.06 and Article X (and the outstanding Holder’s rights to submit a Notice of Voluntary Exchange under Article III and exchange its Notes have been or are to be called for redemption, in accordance with Article 3 X) shall survive until the Notes have been cancelled or are no longer outstandingpaid and/or exchanged in full. After such delivery or irrevocable depositThereafter, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes in Sections 7.07, 8.04, 8.05 and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above8.06 shall survive.

Discharge of Liability on Notes. This Section 401 of the Base Indenture will shall not apply to the Notes and references to “Section 401” in Section 402 of the Base Indenture shall become references to this Section 8.01. When (1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes which have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related ten Trading Day periods used to determine the Applicable Stock Price for such conversion have elapsed) and the Company shall deliver to the Holders shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Notes (other than any Notes which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest accrued and unpaid to such Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be discharged and will paid all other sums payable hereunder by the Company, then the Indenture with respect to the Notes shall cease to be of further effect (except as to surviving (i) remaining rights of registration of transfer or transfer, substitution and exchange and conversion of Notes; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof solely with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Notes shall be dischargedTrustee, terminated Authenticating Agent, Paying Agent, Conversion Agent and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Registrar under the Company and thereafter repaid Indenture with respect to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwiseNotes), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficientTrustee, U.S. Government Obligations the scheduled payments on demand of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion as required by Section 8.03 and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging satisfaction of and discharging the discharge of this Indenture and with respect to the Company’s obligations under the Notes and this Indenture and, if applicableNotes; however, the obligations of all Guarantors under Company hereby agrees to reimburse the Guarantees Trustee, Authenticating Agent, Paying Agent, Conversion Agent and this IndentureRegistrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, except Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for those surviving obligations specified aboveany services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Notes.

Discharge of Liability on Notes. This When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, Redemption Date, upon conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Date or upon an earlier Fundamental Change Purchase Date or a Redemption Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee, and the Company shall have paid or cause to be paid all other sums payable hereunder by the Company, then this Indenture will be discharged and will shall cease to be of further effect (except as to surviving (i) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture and except for beneficiaries hereof with respect to the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guaranteesamounts, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be so deposited with the Trustee cash and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interestrespect thereof), or a combination thereof in such amounts as will be sufficientand the Trustee, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date written demand of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable accompanied by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (which Opinion and at the cost and expense of Counsel may be subject to customary assumptionsthe Company, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the shall execute instruments acknowledging satisfaction and discharge of this Indenture have been complied withIndenture. Notwithstanding the foregoing paragraphforegoing, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are Company hereby agrees to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, reimburse the Trustee upon request shall execute proper instruments acknowledging for any costs or expenses thereafter reasonably and reasonably incurred by the discharge Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture and or the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified aboveNotes.

Discharge of Liability on Notes. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and released, when: (1) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by giving of a notice of redemption, upon stated maturity or otherwise, will become due and payable within one year (upon stated maturity or otherwise), or 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 has irrevocably deposited or caused to be deposited with the Trustee cash in such amount as will be sufficient, U.S. Government Obligations the scheduled payments of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, exceptions and limitations) stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 12.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified above.

Discharge of Liability on Notes. 8.1.1 This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and except for the Trustee’s right to reimbursement of fees and expenses and indemnification as expressly provided for in this Indenture) as to all outstanding Notes, and all of the Guarantees, if any, of the Notes shall be discharged, terminated and releasedissued hereunder, when: (1a) either : (ai) all Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation; or or (bii) all Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by giving reason of the mailing of a notice of redemption, upon stated maturity redemption or otherwise, otherwise or will become due and payable within one year (upon stated maturity or otherwise), or 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 Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of Notes, cash in such amount U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, U.S. Government Obligations the scheduled payments without consideration of principal of and interest on which will be sufficient (without any reinvestment of such interest), or a combination thereof in such amounts as will be sufficient, to pay and discharge the entire Indebtedness indebtedness on such the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Amounts, if any, and accrued interest on such Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (2b) no Default or Event of Default has occurred and 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Company Issuer or any Guarantor has paid or caused to be paid all other sums payable by the Company Issuer and the Guarantors under this Indenture; and (3d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 8.1.2 The Issuer shall deliver an Officers’ Certificate and (and, if requested by the Trustee, an Opinion of Counsel (which Opinion of Counsel may be subject Counsel) to customary assumptions, exceptions and limitations) the Trustee stating that all conditions precedent under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the provisions of Sections 8.04, 8.05, 8.06, 8.07 and 11.08 and, if the outstanding Notes have been or are to be called for redemption, Article 3 shall survive until the Notes have been cancelled or are no longer outstanding. After such delivery or irrevocable deposit, the Trustee upon request shall execute proper instruments acknowledging the discharge of this Indenture and the Company’s obligations under the Notes and this Indenture and, if applicable, the obligations of all Guarantors under the Guarantees and this Indenture, except for those surviving obligations specified abovesatisfied.