Common use of Discharge of Liability on Notes Clause in Contracts

Discharge of Liability on Notes. 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 shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. 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 CompanyCompany and any Subsidiary Guarantor, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee and the Collateral Agent hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes. For the avoidance of doubt, upon the satisfaction and discharge of the Indenture, the Holders of the Notes shall no longer have the right to convert their Notes and shall only be entitled to the payments of funds deposited with the Trustee, in trust.

Discharge of Liability on Notes. 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 shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel (each stating that all conditions precedent 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. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (a) (i) the Company shall deliver delivers to the Registrar for cancellation all outstanding Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution replaced pursuant to Section 2.11 hereof) for which other Notes shall have been authenticated and delivered) and not theretofore canceled, cancellation or (bii) all the outstanding Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Datepayable, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit irrevocably deposits with the Trustee, in trust, Trustee or deliver delivers to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of 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 Company’s obligations with respect to outstanding conversionsNotes), sufficient to pay all amounts due and owing on all of such outstanding Notes (other than any Notes that shall have been mutilatedreplaced pursuant to Section 2.11 hereof), destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered(b) 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 pays all other sums payable hereunder by the Company, then it under this Indenture shall with respect to the then outstanding Notes and (c) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all of the conditions precedent to the discharge of this Indenture described in this Section 8.01 have been complied with, then, subject to Section 7.06 hereof, this Indenture will cease to be of further effect (except as with respect to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties Holders and obligations the Trustee will acknowledge the satisfaction and discharge of Holders, as beneficiaries hereof this Indenture with respect to the amountsNotes. Notwithstanding the foregoing, if anyany shares of Common Stock are used in payment, so deposited with the Trustee and (ii) sufficiency of such shares of Common Stock shall be confirmed in writing by a nationally recognized firm of independent public accountants. Notwithstanding the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, (i) any obligation of the Company hereby agrees to reimburse any Holder under Article X hereof with respect to the conversion of any Note or to the Trustee for any costs under Article VII hereof with respect to compensation or expenses thereafter incurred by the Trustee, including the reasonable fees and expenses of its counselindemnity, and to compensate (ii) any obligation of the Trustee for any services thereafter rendered by with respect to money deposited with the Trustee in connection with under this Indenture or the NotesArticle VIII and Section 11.08 hereof will survive.

Discharge of Liability on Notes. 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 This Indenture will be discharged 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 shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes when (i) rights hereunder of Holders to receive either (A) all amounts owing upon the Notes heretofore authenticated and delivered (except lost, stolen or destroyed notes 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 other rights, duties Issuer and obligations of Holders, as beneficiaries hereof with respect thereafter repaid to the amountsIssuer 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 (x) have become due and payable or will become due and payable within one year 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 Issuer, and, in each case, the Issuer or either Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to pay and discharge the entire indebtedness on the Notes not heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, so deposited and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee and to apply such funds to the payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the rights, obligations, indemnities date of such deposit after giving effect thereto; (iii) the Issuer pays all other sums payable hereunder and immunities of under the Notes by the Issuer and (iv) the Issuer shall have delivered to the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the NotesIssuer.

Discharge of Liability on Notes. 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 CompanyCompany and any Subsidiary Guarantor, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (aa)(i) the Company shall deliver delivers to the Registrar for cancellation all outstanding Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu replaced pursuant to Section 2.08 of or in substitution the Base Indenture) for which other Notes shall have been authenticated and delivered) and not theretofore canceled, cancellation or (bii) all the outstanding Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Dateupon maturity, on any Fundamental Change Purchase Date, upon conversion acceleration or otherwise) ), and the Company shall deposit irrevocably deposits with the Trustee, in trust, Trustee or deliver delivers to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of 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 Company’s obligations with respect to outstanding conversionsNotes), sufficient to pay all amounts due and owing on all of such outstanding 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 replaced pursuant 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 Section 2.08 of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the TrusteeBase Indenture), and (b) the Company shall have paid or caused to be paid pays all other sums payable hereunder by the Company, then it under this Indenture shall 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 (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties Holders and obligations the Trustee will acknowledge the satisfaction and discharge of Holders, as beneficiaries hereof this Indenture with respect to the amounts, if any, so deposited with Notes. Notwithstanding the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, (i) any obligation of the Company hereby agrees to reimburse any Holder under Article 9 hereof with respect to the conversion of any Note or to the Trustee for (in any costs capacity thereunder) under Article 7 of the Base Indenture with respect to the rights and protections of the Trustee or expenses thereafter incurred by the Trustee, including the reasonable fees and expenses of as to its counselcompensation or indemnity, and to compensate (ii) any obligation of the Trustee for any services thereafter rendered by the Trustee in connection or Paying Agent with this Indenture or the Notesrespect to money deposited with it will survive.

Discharge of Liability on Notes. When (a) the Company shall deliver or the Parent Guarantor delivers to the Registrar for cancellation Trustee all Outstanding Notes or all Outstanding Notes of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than any (i) Notes that or Notes of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated 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 deliveredmaturing 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 not coupons, if any, for whose payment money has theretofore canceledbeen 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) for cancellation or (b) all the Outstanding 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) are by their terms to become due and the Company shall deposit with the Trustee, in trust, payable within one year or deliver are 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 be called for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered redemption within one year under arrangements satisfactory 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 giving of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trusteenotice of redemption, and the Company shall have paid or caused the Parent Guarantor deposits with the Trustee (i) cash sufficient to be paid pay at stated maturity the principal of and interest on Outstanding Notes or all Outstanding Notes of such series (other than Notes replaced pursuant to Section 2.13), or (ii) such amount of Governmental Obligations (or a combination of amounts deposited in (i) and (ii)), and 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 (except as to (i) rights hereunder all Outstanding Notes or all Outstanding Notes of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holdersany series, as beneficiaries hereof with respect to the amountscase may be, if any, so deposited with except for those provisions which expressly survive by their terms. The Trustee shall join in the Trustee and (ii) the rights, obligations, indemnities and immunities execution of the Trustee hereunder and the obligations of proper instruments prepared by the Company in respect thereof), or the Parent Guarantor acknowledging satisfaction and the Trustee, discharge of this Indenture on written demand of the Company or the Parent Guarantor accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (ai) 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 delivers 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 all outstanding conversions), sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have replaced pursuant to Section 2.07 hereof or Notes which are purchased pursuant to Section 4.11 or 4.12 hereof or Notes for whose payment money has theretofore been mutilated, destroyed, lost or stolen held in trust and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered thereafter repaid to the Company, as provided in Section 8.02 hereof) for cancellation or (ii) the Company irrevocably deposits with the Trustee money and/or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for cancellationthe payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), including maturing as to principal and interest duein such amounts and at such times as are sufficient, accompaniedwithout consideration of any reinvestment of such interest, except to pay principal of, premium, if any, interest on, or Liquidated Damages with respect to the outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) to maturity or redemption, as the case may be, in accordance with the event terms of this Indenture and 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 Trusteeissued hereunder, and if in either case the Company shall have 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 (except as to (i) rights hereunder effect. The Trustee shall join in the execution of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of any documents prepared by the Company in respect thereof), acknowledging satisfaction and the Trustee, discharge of this Indenture and each such Subsidiary Guaranty on written demand of the Company accompanied by an Officer’s Officers' Certificate and an 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 Section 7.07 hereof shall execute instruments acknowledging satisfaction 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). 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 IndentureIndenture 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 opinion of counsel, reasonably satisfactory to the Trustee, to the same effect as clause (i)(A) above, (ii) an Opinion of Counsel (who may be an employee of or counsel for the Company), and an Officers' Certificate in accordance with this Indenture and (iii) a report from a nationally recognized firm of independent public accountants stating that the amount of such deposit is sufficient to pay and discharge the amounts described in clause (ii) above with respect to the Notes. Notwithstanding If the foregoingTrustee or Paying Agent is unable to apply any money in accordance with this Section 8.01 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company and each Subsidiary Guarantor under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Section 8.01 until such time as the 68 74 Trustee or Paying Agent is permitted to apply all such money in accordance with this Section 8.01; PROVIDED, HOWEVER, that if the 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 Company hereby agrees or any Subsidiary Guarantor, as the case may be, shall be subrogated to reimburse the Trustee for any costs or expenses thereafter incurred by right of the Trustee, including Holders of such Notes to receive such payment from the reasonable fees and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered money held by the Trustee in connection with this Indenture or the NotesPaying Agent.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar 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 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 Holders, a number of shares of Common Stock to satisfy the Company’s '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 Repurchase 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 Trusteea nationally recognized accounting firm, and the Company shall have paid or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, subject to the provisions of this Indenture that survive the satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (a1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced pursuant to Section 2.07) and not theretofore canceled, canceled or (b2) all the Notes not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon a) been deposited for conversion or otherwise(after all related Observation Periods have elapsed) and the Company shall deposit with the Trustee, in trust, or deliver have delivered to the HoldersHolders cash and (in the case of conversion) shares of Common Stock, 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 pay, all amounts due on owing in respect of all of such Notes (other than any Notes that shall which have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced pursuant to Section 2.07) not theretofore canceled or delivered to the Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Notes are cancellation or (b) become due and payable solely in cash at on the Maturity Date or upon an earlier Date, Fundamental Change Purchase Repurchase Date, by a verification report as to the sufficiency Redemption Date, upon declaration of the deposited amount from an independent certified accountant acceleration or other financial professional reasonably satisfactory to the Trusteeotherwise, and the Company shall have paid deposited with the Trustee cash sufficient to pay, in the opinion of a nationally recognized firm of certified public accountants, investment bank or caused 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 shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon 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 beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the obligations of the Company in respect thereofRegistrar under this Indenture), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture. Notwithstanding Indenture and Note Guarantees with respect to the foregoingNotes (such event, the “Discharge”); provided, however, the Company hereby agrees to reimburse the Trustee 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, including the reasonable fees Authenticating Agent, the Paying Agent, the Conversion Agent and expenses of its counsel, the Registrar and to compensate the Trustee Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any services thereafter reasonably and properly rendered by the Trustee Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar in connection with this Indenture or the NotesIndenture.

Discharge of Liability on Notes. 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 This Indenture will be discharged 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 shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes when (i) rights hereunder of Holders to receive either (A) all amounts owing upon the Notes heretofore authenticated and delivered (except lost, stolen or destroyed notes 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 other rights, duties Company and obligations of Holders, as beneficiaries hereof with respect thereafter repaid to the amountsCompany 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 (x) have become due and payable or will become due and payable within one year 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, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to pay and discharge the entire Indebtedness on the Notes not heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, so deposited and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee and to apply such funds to the payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the rights, obligations, indemnities date of such deposit after giving effect thereto; (iii) the Company pays all other sums payable hereunder and immunities of under the Notes by the Company and (iv) the Company shall have delivered to the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (a1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that which have been mutilated, destroyed, lost or stolen wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, canceled or (b2) all the Notes not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due (a) been deposited for conversion (or, if the Company has obtained Stockholder Approval to make the Net Share Settlement Election and payable (whether on has irrevocably made the Maturity DateNet Share Settlement Election, on any Fundamental Change Purchase Date, upon conversion or otherwiseafter all related Observation Periods have elapsed) 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 (or, if the Company has obtained Stockholder Approval to satisfy make the Company’s obligations with respect to outstanding conversionsNet 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 due on owing in respect of all of such Notes (other than any Notes that which shall have been mutilated, destroyed, lost or stolen 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 Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Notes are cancellation or (b) become due and payable solely in cash at on the Maturity Date, Fundamental Change Repurchase 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 Trusteeotherwise, 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 paid been mutilated, destroyed, lost or caused 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 with respect to the Notes shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and conversion of Notes, (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under this Indenture with respect to the obligations of the Company in respect thereofNotes, including, without limitation, its rights under Section 6.06), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel as required by Section 13.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture. Notwithstanding Indenture with respect to the foregoingNotes; provided however, the Company hereby agrees to reimburse the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable fees Authenticating Agent, Paying Agent, Conversion Agent and expenses of its counsel, Registrar and to compensate the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture or with respect to the Notes.

Discharge of Liability on Notes. When (a1) the Company shall deliver to the Registrar for cancellation all Notes then outstanding not theretofore authenticated delivered to the Registrar for cancellation or (other than any 2) all the Notes that have been destroyed, lost or stolen and in lieu of or in substitution then outstanding not theretofore delivered to the Registrar for which other Notes cancellation shall have (a) been authenticated and delivereddeposited for conversion (after all related Observation Periods have elapsed) and not theretofore canceledthe 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) 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 Designated Event Repurchase Date or otherwise) , and the Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of Trustee 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 owing in respect of all of such Notes (other than any Notes that shall have been mutilatedNotes, destroyed, lost or stolen including the principal amount and in lieu of or in substitution for which other Notes shall have been authenticated interest accrued and delivered) not theretofore canceled or delivered unpaid to the Trustee for cancellationMaturity Date, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Maturity Designated Event Repurchase 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 Trusteesuch date, and if in either case (1) or (2) the Company shall have paid also pay or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture with respect to the Notes shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon then due, including interest and Special Interest, if any, with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar under this Indenture with respect to the obligations of the Company in respect thereofNotes), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel as required by Section 12.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture. Notwithstanding Indenture with respect to the foregoingNotes; provided, however, the Company hereby agrees to reimburse the Trustee Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable fees authenticating agent, Paying Agent, Conversion Agent and expenses of its counsel, Registrar and to compensate the Trustee Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee Trustee, authenticating agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture or with respect to the Notes.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar 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 caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and reasonably incurred by the Trustee, including the reasonable 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 or the Notes.

Discharge of Liability on Notes. 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 This Third Lien Indenture will be discharged 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 shall will cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Third Lien Trustee hereunder and the obligations to surviving rights of the Company registration or transfer or exchange of New Third Lien Secured Notes, as expressly provided for in respect thereof)this Third Lien Indenture) as to all outstanding New Third Lien Secured Notes, and the TrusteeLiens, if any, on written demand the Collateral securing the New Third Lien Secured Notes and the related Guarantees will be released, in each case when (a) (i) all New Third Lien Secured Notes theretofore authenticated and delivered (other than (x) New Third Lien Secured Notes which have been 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 (ii) the Company has irrevocably 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 or cash, shares of Common Stock or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation, sufficient to pay all of the outstanding New Third Lien Secured Notes and all other sums due and payable for the New Third Lien Secured Notes under this Third Lien Indenture by the Company; and (b) the Company accompanied by has delivered to the Third Lien Trustee an Officer’s Certificate and an Opinion of Counsel and at stating that all conditions precedent under this Third Lien Indenture relating to the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this IndentureThird Lien Indenture in respect of the New Third Lien Secured Notes have been complied with. Notwithstanding the foregoingThe Company’s obligations in Sections 7.07, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the Trustee, including the reasonable fees 8.05 and expenses of its counsel, 8.06 will survive such satisfaction and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture or the Notesdischarge.

Discharge of Liability on Notes. When (a) Upon 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, at or deliver before maturity, of money or securities in the necessary amount (as provided in Section 10.03 hereof) to pay or redeem all Outstanding Notes (whether upon or prior to the Holdersmaturity or the redemption date of such Notes), provided that, if any of such Notes are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to Trustee shall have been made for the giving of 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 price, as applicable, an amount of cash (andand interest on such Notes by Borrower, and Borrower shall remain liable for such payment, but only out of such money or securities deposited with Trustee as aforesaid for their payment; provided, further, however, that the provisions of Section 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, Borrower shall have given Trustee in form satisfactory to it irrevocable instructions for it to mail, as soon as practicable in the same manner as a notice of redemption is mailed pursuant to Article IV hereof, a notice 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 Registered Owners of such Notes (other than any that the deposit required above has been made with Trustee and that said Notes that shall are deemed to have been mutilated, destroyed, lost paid in accordance with this Section and stating such maturity or stolen and in lieu of or in substitution redemption dates upon which moneys are to be available 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 payment of the deposited amount from an independent certified accountant principal 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 shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holdersredemption price, as beneficiaries hereof with respect to the amountsapplicable, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the said Notes.

Discharge of Liability on Notes. 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, Common Shares or combination of cash and Common Shares (and, solely to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations 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 have paid also pay or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder and the obligations of the Company in respect thereofhereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding ; the foregoingCompany, the Company however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee, including the reasonable 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 or the Notes.

Discharge of Liability on Notes. Section 401 of the Base Indenture 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 (a1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that which have been mutilated, destroyed, lost or stolen wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b2) all the Notes not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether on a) been deposited for conversion (after all related ten Trading Day periods used to determine the Maturity Date, on any Fundamental Change Purchase Date, upon Applicable Stock Price for such conversion or otherwisehave elapsed) 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)or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts due on owing in respect of all of such Notes (other than any Notes that which shall have been mutilated, destroyed, lost or stolen 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 Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Notes are cancellation or (b) become due and payable solely in cash at on the Maturity Date or upon an earlier Stated Maturity, Purchase Date, 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 Trusteeapplicable, 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 paid been mutilated, destroyed, lost or caused 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 paid all other sums payable hereunder by the Company, then this the Indenture with respect to the Notes shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes; (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee Trustee; and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the obligations of Indenture with respect to the Company in respect thereofNotes), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of this Indenture. Notwithstanding discharging the foregoingIndenture with respect to the Notes; provided, however, the Company hereby agrees to reimburse the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable fees Authenticating Agent, Paying Agent, Conversion Agent and expenses of its counsel, Registrar and to compensate the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this the Indenture or with respect to the Notes.

Discharge of Liability on Notes. 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 shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (ai) the Company shall deliver delivers to the Registrar for cancellation Trustee all outstanding Notes theretofore authenticated (other than any Notes that have been destroyed, lost replaced or stolen and in lieu of or in substitution repaid pursuant to Section 2.7) for which other Notes shall have been authenticated and delivered) and not theretofore canceled, cancellation or (bii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall (a) have become due and payable, (b) shall become due and payable (at their stated maturity within one year whether on the Maturity a Purchase 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 Dateconversion, by a verification report as or (c) are to the sufficiency of the deposited amount from an independent certified accountant or other financial professional be called for redemption within one year under arrangements reasonably satisfactory to the Trustee, and the Company shall have paid has irrevocably deposited or caused to be paid deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on 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 the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; and if in either case the Company pays all other sums payable hereunder by the Company, and the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with, then this Indenture shall shall, subject to Section 9.7 and subject to the satisfaction of any obligations of the Company under Article XII to effect settlement upon conversion of the Notes, cease to be of further effect (except as to (i) rights hereunder effect. The Trustee shall join in the execution of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of a document prepared by the Company in respect thereof), acknowledging satisfaction and the Trustee, discharge of this Indenture on written demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel 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, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the obligations of the Company hereby agrees to reimburse under Section 9.7 shall survive the Trustee for any costs or expenses thereafter incurred by discharge of the Trustee, including the reasonable fees Indenture and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture or the Notes.

Discharge of Liability on Notes. When (a1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced pursuant to Section 2.07) and not theretofore canceled, canceled or (b2) all the Notes not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon a) been deposited for conversion or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver have delivered to the HoldersHolders cash and (in the case of conversion) shares of Common Stock, 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 pay, all amounts due on owing in respect of all of such Notes (other than any Notes that shall which have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced pursuant to Section 2.07) not theretofore canceled or delivered to the Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Notes are cancellation or (b) become due and payable solely in cash at on the Maturity Date or upon an earlier Date, Fundamental Change Purchase Repurchase Date, by a verification report as to the sufficiency Redemption Date, upon declaration of the deposited amount from an independent certified accountant acceleration or other financial professional reasonably satisfactory to the Trusteeotherwise, and the Company shall have paid deposited with the Trustee cash sufficient to pay, in the opinion of a nationally recognized firm of certified public accountants, investment bank or caused 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 shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon 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 beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the obligations of the Company in respect thereofRegistrar under this Indenture), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture. Notwithstanding Indenture and Note Guarantees with respect to the foregoingNotes (such event, the “Discharge”); provided, however, the Company hereby agrees to reimburse the Trustee 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, including the reasonable fees Authenticating Agent, the Paying Agent, the Conversion Agent and expenses of its counsel, the Registrar and to compensate the Trustee Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any services thereafter reasonably and properly rendered by the Trustee Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar in connection with this Indenture or the NotesIndenture.

Discharge of Liability on Notes. 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 This Indenture will be discharged 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 shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes when (i) rights hereunder of Holders to receive either (A) all amounts owing upon the Notes heretofore authenticated and delivered (except lost, stolen or destroyed notes 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 other rights, duties Company and obligations of Holders, as beneficiaries hereof with respect thereafter repaid to the amountsCompany 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 (x) have become due and payable or will become due and payable within one year 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, in each case, the Company or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to pay and discharge the entire indebtedness on the Notes not heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, so deposited and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee and to apply such funds to the payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the rights, obligations, indemnities date of such deposit after giving effect thereto; (iii) the Company pays all other sums payable hereunder and immunities of under the Notes by the Company and (iv) the Company shall have delivered to the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. Section 401 of the Base Indenture 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 (a1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that which have been mutilated, destroyed, lost or stolen wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b2) all the Notes not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether on a) been deposited for conversion (after all related ten Trading Day periods used to determine the Maturity Date, on any Fundamental Change Purchase Date, upon Applicable Stock Price for such conversion or otherwisehave elapsed) 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)or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts due on owing in respect of all of such Notes (other than any Notes that which shall have been mutilated, destroyed, lost or stolen 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 Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Notes are cancellation or (b) become due and payable solely in cash at on the Maturity Date or upon an earlier Stated Maturity, Purchase Date, 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 Trusteeapplicable, 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 paid been mutilated, destroyed, lost or caused 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 paid all other sums payable hereunder by the Company, then this the Indenture with respect to the Notes shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes; (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee Trustee; and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the obligations of Indenture with respect to the Company in respect thereofNotes), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of this Indenture. Notwithstanding discharging the foregoingIndenture with respect to the Notes; however, the Company hereby agrees to reimburse the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable fees Authenticating Agent, Paying Agent, Conversion Agent and expenses of its counsel, Registrar and to compensate the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this the Indenture or with respect to the Notes.

Discharge of Liability on Notes. 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 or combination of cash and Common Shares (and, solely to the extent applicable, deliver to the Holders a number of shares of Common Stock to satisfy the Company’s obligations 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 have paid also pay or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder and the obligations of the Company in respect thereofhereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding ; the foregoingCompany, the Company however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the Trustee, including the reasonable 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 or the Notes.

Discharge of Liability on Notes. When (aa)(i) the Company shall deliver delivers to the Registrar for cancellation Trustee all outstanding Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution replaced pursuant to Section 2.10 hereof) for which other Notes shall have been authenticated and delivered) and not theretofore canceled, cancellation or (bii) all the outstanding Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (payable, whether on at the Maturity Date, on any Fundamental Change Purchase Repurchase Date, or upon conversion or otherwise) , and the Company shall deposit irrevocably deposits with the Trustee, in trust, Trustee or deliver delivers to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of 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 Company’s obligations with respect to outstanding conversionsNotes), sufficient to pay all amounts due and owing on all of such outstanding Notes (other than any Notes that shall have been mutilatedreplaced pursuant to Section 2.10 hereof), destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered(b) 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 pays all other sums payable hereunder by it under the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee then outstanding Notes and (iic) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written upon demand of the Company, the Company accompanied by delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel and at the cost and expense Counsel, each stating that all of the Companyapplicable conditions precedent to the discharge of the Indenture described in this section have been satisfied, shall execute instruments acknowledging then, subject to Section 7.7 of the Base Indenture, the 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 Indenturethe Indenture with respect to the Notes. Notwithstanding the foregoingsatisfaction and discharge of the Indenture, (i) any obligation of the Company hereby agrees to reimburse any Holder under Article 9 hereof with respect to the conversion of any Note or to the Trustee for any costs under Section 7.7 of the Base Indenture with respect to compensation or expenses thereafter incurred by the Trustee, including the reasonable fees and expenses of its counselindemnity, and to compensate (ii) any obligation of the Trustee for any services thereafter rendered by with respect to money deposited with the Trustee in connection with under this Indenture or Article 7 and Section 10.2 of the NotesBase Indenture, will survive.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar 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 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 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 Repurchase 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 Trusteea nationally recognized accounting firm, and the Company shall have paid or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, subject to the provisions of this Indenture that survive the satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the 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 or the Notes.

Discharge of Liability on Notes. 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 This Indenture will be discharged 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 shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes when (i) rights hereunder of Holders to receive either (A) all amounts owing upon the Notes heretofore authenticated and delivered (except lost, stolen or destroyed notes 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 other rights, duties Company and obligations of Holders, as beneficiaries hereof with respect thereafter repaid to the amountsCompany 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 (x) have become due and payable or will become due and payable within one year 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, in each case, the Company or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to pay and discharge the entire indebtedness on the Notes not heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, so deposited and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee and to apply such funds to the payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the rights, obligations, indemnities date of such deposit after giving effect thereto; (iii) the Company pays all other sums payable hereunder and immunities of under the Notes by the Company and (iv) the Company shall have delivered to the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. 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 (andcash, to the extent applicable, deliver to the Holders a number of shares Common Shares, or a combination of cash and Common Stock Shares, if any, as the case may be (solely to satisfy the Company’s obligations 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 have paid also pay or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder and the obligations of the Company in respect thereofhereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding ; the foregoingCompany, the Company hereby however, xxxxxx agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable 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 or the Notes.

Discharge of Liability on Notes. 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 conversion 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 conversionsexchanges), 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 shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (a1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced pursuant to Section 2.07) and not theretofore canceled, canceled or (b2) all the Notes not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Purchase Date, upon a) been deposited for conversion or otherwise(after all related Observation Periods have elapsed) and the Company shall deposit with the Trustee, in trust, or deliver have delivered to the HoldersHolders cash and (in the case of conversion) shares of Common Stock, 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 pay, all amounts due on owing in respect of all of such Notes (other than any Notes that shall which have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced pursuant to Section 2.07) not theretofore canceled or delivered to the Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Notes are cancellation or (b) become due and payable solely in cash at on the Maturity Date or upon an earlier Date, Fundamental Change Purchase Repurchase Date, by a verification report as to the sufficiency Redemption Date, upon declaration of the deposited amount from an independent certified accountant acceleration or other financial professional reasonably satisfactory to the Trusteeotherwise, and the Company shall have paid deposited with the Trustee cash sufficient to pay, in the opinion of a nationally recognized firm of certified public accountants, investment bank or caused 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 shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon 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 beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the obligations of the Company in respect thereofRegistrar under this Indenture), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharge of discharging this Indenture. Notwithstanding Indenture and Note Guarantees with respect to the foregoingNotes (such event, the “Discharge”); provided, however, the Company hereby agrees to reimburse the Trustee 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, including the reasonable fees Authenticating Agent, the Paying Agent, the Conversion Agent and expenses of its counsel, the Registrar and to compensate the Trustee Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar for any services thereafter reasonably and properly rendered by the Trustee Trustee, the Authenticating Agent, the Paying Agent, the Conversion Agent and the Registrar in connection with this Indenture or the NotesIndenture.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar 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 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 cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, subject to the provisions of this Indenture that survive the satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably incurred by the 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 or the Notes.

Discharge of Liability on Notes. Section 401 of the Base Indenture 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 (a1) the Company shall deliver to the Registrar for cancellation all Notes theretofore authenticated (other than any Notes that which have been mutilated, destroyed, lost or stolen wrongfully taken and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b2) all the Notes not theretofore canceled or delivered to the Trustee Registrar for cancellation shall have become due and payable (whether on a) been deposited for conversion (after all related twenty Trading Day periods used to determine the Maturity Date, on any Fundamental Change Purchase Date, upon Applicable Stock Price for such conversion or otherwisehave elapsed) 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 cash, shares of Common Stock to satisfy the Company’s obligations with respect to outstanding conversions)or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts due on owing in respect of all of such Notes (other than any Notes that which shall have been mutilated, destroyed, lost or stolen 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 Trustee Registrar for cancellation, including principal and interest due, accompanied, except in the event the Notes are cancellation or (b) become due and payable solely in cash at on the Maturity Date or upon an earlier Stated Maturity, Purchase Date, 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 Trusteeapplicable, 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 paid been mutilated, destroyed, lost or caused 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 paid all other sums payable hereunder by the Company, then this the Indenture with respect to the Notes shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes; (ii) rights hereunder of Holders to receive all from the Trustee payments of the amounts owing upon then due, including interest with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof solely with respect to the amounts, if any, so deposited with the Trustee Trustee; and (iiiii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Notes and the Company’s obligations of the Company in with respect thereofthereto), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction of and discharge of this Indenture. Notwithstanding discharging the foregoingIndenture with respect to the Notes; provided, however, the Company hereby agrees to reimburse the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably incurred by the Trustee, including the reasonable fees Authenticating Agent, Paying Agent, Conversion Agent and expenses of its counsel, Registrar and to compensate the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably rendered by the Trustee Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this the Indenture or with respect to the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the Trustee’s rights under and the obligations of the Company to the Trustee under Section 607 of the Base Indenture, shall survive.

Discharge of Liability on Notes. 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 shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. 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 (andcash, to the extent applicable, deliver to the Holders a number of shares of Common Stock Stock, or a combination of cash and shares of Common Stock, if any, as the case may be (solely to satisfy the Company’s obligations 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 have paid also pay or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder and the obligations of the Company in respect thereofhereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s 's Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding ; the foregoingCompany, the Company however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable 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 or the Notes.

Discharge of Liability on Notes. When (ai) the Company shall deliver delivers to the Registrar for cancellation Trustee all outstanding Notes theretofore authenticated (other than any Notes that have been destroyed, lost replaced or stolen and in lieu of or in substitution repaid pursuant to Section 2.7) for which other Notes shall have been authenticated and delivered) and not theretofore canceled, cancellation or (bii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Datepayable, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds 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 and discharge the entire Indebtedness on all of such the 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, for principal of, and premium, if any, interest (including principal Contingent Interest and interest dueAdditional Interest, accompanied, except in the event if any) on 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 date of deposit together with irrevocable instructions from the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory Company directing the Trustee to apply such funds to the Trusteepayment thereof at maturity or redemption, as the case may be; and if in either case the Company shall have paid or caused to be paid pays all other sums payable hereunder by the Company, and the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with, then this Indenture shall shall, subject to Section 9.7 and subject to the satisfaction of any obligations of the Company under Article XII to effect settlement upon conversion of the Notes, cease to be of further effect (except as to (i) rights hereunder effect. The Trustee shall join in the execution of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of a document prepared by the Company in respect thereof), acknowledging satisfaction and the Trustee, discharge of this Indenture on written demand of the Company accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel 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, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the obligations of the Company hereby agrees to reimburse under Section 9.7 shall survive the Trustee for any costs or expenses thereafter incurred by discharge of the Trustee, including the reasonable fees Indenture and expenses of its counsel, and to compensate the Trustee for any services thereafter rendered by the Trustee in connection with this Indenture or the Notes.

Discharge of Liability on Notes. 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 This indenture will be discharged 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 shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Outstanding Notes when (i) rights hereunder of Holders to receive either (1) all amounts owing upon the Notes heretofore authenticated and delivered (except lost, stolen or destroyed Notes 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 other rights, duties Issuer and obligations of Holders, as beneficiaries hereof with respect thereafter repaid to the amountsIssuer or discharged from such trust) have been delivered to the Trustee for cancellation or (2) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or will become due and payable within one (1) year 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 Issuer, and, in each case, the Issuer or the Guarantors, have irrevocably deposited or caused to be deposited with the Confidential Treatment Requested Pursuant to 17 C.F.R. Section 200.83 Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient, in the opinion of a nationally recognized firm of independent public accountants, without reinvestment to pay and discharge the entire indebtedness on the Notes not heretofore delivered to the Trustee for cancellation, for principal of, premium, if any, so deposited and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee and 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 rights, obligations, indemnities date of such deposit after giving effect thereto; (iii) the Issuer pays all other sums payable hereunder and immunities of under the Notes by the Issuer and (iv) the Issuer shall have delivered to the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel and at each stating that all conditions precedent herein provided relating to the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Noteshave been complied with.

Discharge of Liability on Notes. 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 (andcash, to the extent applicable, deliver to the Holders a number of shares of Common Stock Stock, or a combination of cash and shares of Common Stock, if any, as the case may be (solely to satisfy the Company’s obligations 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 have paid also pay or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to the rights of the Trustee under Section 10.07 and if any funds are deposited under clause (b) above, as to (i) rights hereunder of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder and the obligations of the Company in respect thereofhereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture. Notwithstanding ; the foregoingCompany, the Company however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable 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 or the Notes.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar 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 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 (andcash, to the extent applicable, deliver to the Holders a number of shares of Common Stock Stock, or a combination of cash and shares of Common Stock, if any, as the case may be (solely to satisfy the Company’s obligations 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 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 Trusteeprofessional, and if the Company shall have paid also pay or caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities obligations and immunities of the Trustee hereunder and the obligations of the Company in respect thereofhereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture. Notwithstanding Indenture and the foregoingNotes; the Company, the Company however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable fees and expenses of its counsel, and to compensate the Trustee for any its services thereafter rendered by the Trustee in connection accordance with this Indenture or the NotesSection 10.07.

Discharge of Liability on Notes. When (aa)(i) the Company shall deliver delivers to the Registrar for cancellation Trustee all outstanding Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution replaced pursuant to Section 2.11 hereof) for which other Notes shall have been authenticated and delivered) and not theretofore canceled, cancellation or (bii) all the outstanding Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on payable, by reason of the Maturity Date, on any Fundamental Change Purchase Date, upon conversion issuance of a Redemption Notice or otherwise) , and the Company shall deposit irrevocably deposits with the Trustee, in trust, Trustee or deliver delivers to the Holders, as applicable, an amount of cash (and, to the extent applicable, deliver to the Holders a number of or shares of Common Stock (or, if applicable, Reference Property) and cash (in lieu of fractional shares of Common Stock or, if applicable, units of Reference Property) solely to satisfy amounts due and owing as a result of conversions of the Company’s obligations with respect to outstanding conversionsNotes), sufficient to pay all amounts due and owing on all of such outstanding Notes (other than any Notes that shall have been mutilatedreplaced pursuant to Section 2.11 hereof), destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered(b) 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 pays all other sums payable hereunder by it under the CompanyNote Documents and (c) the Company delivers to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, then each stating that all of the applicable conditions precedent to the discharge of this Indenture shall described in this Section have been satisfied, then, subject to Section 7.06 hereof, this Indenture will cease to be of further effect (except as with respect to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties Holders and obligations the Trustee will acknowledge the satisfaction and discharge of Holders, as beneficiaries hereof this Indenture with respect to the amounts, if any, so deposited with Notes. Notwithstanding the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, (i) any obligation of the Company hereby agrees to reimburse any Holder under Article 10 hereof with respect to the conversion of any Note, to the Trustee for any costs with respect to compensation or expenses thereafter incurred by indemnity (including, but not limited to, Article 7 hereof) or to the TrusteeCollateral Agent with respect to compensation or indemnity (including, including but not limited to, both Section 7.06 hereof and Section 9.08 of the reasonable fees and expenses of its counselSecurity Agreement), and to compensate (ii) any obligation of the Trustee for any services thereafter rendered by with respect to money deposited with the Trustee in connection with under this Indenture or the NotesArticle 8 and Section 14.02 hereof will survive.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar for cancellation When (i) either (A) all outstanding Notes theretofore that have been authenticated (other than any Notes that replaced pursuant to Section 2.07 and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) 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 or (B) all Notes under this Indenture that 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 not 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 cancellationcancellation have become due and payable, including principal and interest duewhether at the Maturity Date, accompanied, except in the event the Notes are a Soft Call Date or a Fundamental Change Repurchase Date or will become due and payable solely in cash at the Maturity Date within one year or upon an earlier Fundamental Change Purchase Date, by have been called for redemption pursuant to 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, Soft Call Notice and the Company irrevocably deposits or causes to be deposited with the Trustee in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium and accrued interest to the Maturity Date, Soft Call Date or Fundamental Change Repurchase Date; (ii) no Default or Event of Default 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 or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture and the Notes; and (iv) 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, at the cost and expense of the Company, then to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect (except as with respect to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to Liens on the amounts, if any, so deposited with Collateral securing the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the NotesNotes will be released.

Discharge of Liability on Notes. 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 shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the Notes.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar for cancellation When (i) either (A) all outstanding Notes theretofore that have been authenticated (other than any Notes that replaced pursuant to Section 2.07 and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) 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 or (B) all Notes under this Indenture that 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 not 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 cancellationcancellation have become due and payable, including principal and interest duewhether at the Maturity Date, accompanied, except in the event the Notes are a Soft Call Date or a Fundamental Change Repurchase Date or will become due and payable solely in cash at the Maturity Date within one year or upon an earlier Fundamental Change Purchase Date, by have been called for redemption pursuant to 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, Soft Call Notice and the Company irrevocably deposits or causes to be deposited with the Trustee in trust solely for the benefit of the Holders, cash in U.S. dollars, non- callable Government Securities, or a combination thereof in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium and accrued interest to the Maturity Date, Soft Call Date or Fundamental Change Repurchase Date; (ii) no Default or Event of Default 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 or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture and the Notes; and (iv) 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, at the cost and expense of the Company, then to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect (except as with respect to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to Liens on the amounts, if any, so deposited with Collateral securing the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the NotesNotes will be released.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar 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 caused cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee Trustee; and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel Counsel, and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and reasonably incurred by the Trustee, including the reasonable 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 or the Notes.

Discharge of Liability on Notes. 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 his Indenture will be discharged 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 shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes when (i) rights hereunder either (A) all the outstanding Notes heretofore authenticated and delivered (except notes which have been paid and notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer 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 (x) have become due and payable or will become due and payable within one year or (y) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of Holders notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each case, the Issuer or either Guarantor has irrevocably deposited or caused to receive all amounts owing upon be deposited with the Trustee funds or certain direct, non-callable obligations of, or guaranteed by, the United States sufficient without reinvestment to pay and discharge the entire indebtedness on the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect not heretofore delivered to the amountsTrustee for cancellation, for principal of, premium, if any, so deposited and interest on, the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee and to apply such funds to the payment; (ii) if in any such case no Default or Event of Default has occurred and is continuing on the rights, obligations, indemnities date of such deposit after giving effect thereto; (iii) the Issuer pays all other sums payable hereunder and immunities of under the Notes by the Issuer and (iv) the Issuer shall have delivered to the Trustee hereunder and the obligations of the Company in respect thereof), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding the foregoing, the Company hereby agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the 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 or the NotesIssuer.

Discharge of Liability on Notes. When (a) the Company shall deliver to the Registrar 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 conversion exchange or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver the Guarantor delivers 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, 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 have paid also pay or caused cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, then this Indenture shall cease to be of further effect (except as to (i) rights hereunder of Holders to receive from such trust all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii) the rights, obligations, indemnities and immunities of the Trustee hereunder and the obligations of the Company in respect thereofhereunder), and the Trustee, on written demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture. Notwithstanding ; the foregoingCompany, the Company however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the reasonable 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 or the Notes. Notwithstanding the foregoing and the satisfaction and discharge of this Indenture, any obligation of the Company to any Holder under Article 4 hereof with respect to the exchange of any Note hereof will survive.