Common use of Discharge of Liability on Notes Clause in Contracts

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1) the Company (i) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversion, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection with the conversion) and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders shares of Company Common Stock issuable upon conversion, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a), the obligations of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Company and the Guarantors, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and discharge.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1i) the Company Issuer (iA) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (iiB) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversionexchange, or on any Fundamental Change Repurchase Date or Redemption Date, cash (including any cash in lieu of fractional shares in connection with the conversionexchange) and (y) in the case of a conversion an exchange for which a Physical Settlement or Combination Settlement applies, delivers to the converting exchanging Holders shares of Company Common Stock Shares issuable upon conversionexchange, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2ii) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a), the obligations of the Company Issuer and the GuarantorsGuarantor, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and 7.07 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Company Issuer and the GuarantorsGuarantor, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and discharge.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: When (1i) the Company (i) delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section ‎Section 2.09) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such all outstanding Notes have become due and payable, whether at stated maturity, upon a repurchase pursuant to ‎Article 3 hereof or upon conversion of the Notes, and the Company irrevocably deposits with the Trustee money (or, if applicable, Conversion Settlement Consideration) sufficient to pay the consideration due on the such Notes at their maturity or upon their repurchase or conversion, or on any Fundamental Change Repurchase Dateincluding (if applicable) accrued and unpaid interest as provided herein, cash (including any cash in lieu of fractional shares in connection with the conversion) and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders shares of Company Common Stock issuable upon conversion, in each such case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and the Company pays all other sums payable under hereunder by the Company, then this Indenture; and (2) Indenture shall, subject to ‎Section 8.01(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to Counsel and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Company. (b) Notwithstanding Section 8.01(a)clause ‎(a) above, the obligations of the Company Sections ‎2.05, ‎2.06, ‎2.07, ‎2.08, ‎2.09, ‎2.10, ‎2.12, ‎2.15, ‎4.01, ‎4.02, ‎7.07 and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 ‎7.08 and in this Article ‎Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations of the Company and the Guarantors, as applicable, in Sections 7.07‎7.07, 8.03 ‎8.03 and 8.04 ‎8.04 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1) the Company (i) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversion, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection with the conversion) and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders shares of Company Common Stock issuable upon conversion, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a), the obligations of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Company and the Guarantors, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1) the Company (i) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversion, upon Redemption, or on the Put Right Repurchase Date or any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection with the conversion) and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders shares of Company Common Stock issuable upon conversion, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a), the obligations of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 7.07 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Company and the Guarantors, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and discharge.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: When (1i) the Company (i) delivers to the Trustee all outstanding Outstanding Notes (other than Notes replaced pursuant to Section 2.093.7 of the Base Indenture) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Outstanding Notes have become due and payable, whether at stated maturitymaturity or upon a repurchase pursuant to Article IV hereof, upon conversion, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection and the Company irrevocably deposits with the conversion) Trustee money sufficient to pay at maturity or upon repurchase all Outstanding Notes, including interest thereon to maturity or such repurchase date (other than Notes replaced pursuant to Section 3.7 of the Base Indenture), and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders any shares of Company Common Stock issuable upon conversionor other property due in respect of converted Notes, and if in each such case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and the Company pays all other sums payable under this Indenture; and (2) hereunder by the Company has delivered (including any amounts owing to the Trustee under Section 11.1(a) of the Base Indenture), then this Indenture shall, subject to Section 8.2(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to Counsel and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Company. (b) Notwithstanding Section 8.01(a8.2(a), the Company’s obligations in Sections 3.5, 3.6, 3.7, 6.2, 6.3, 10.3, 11.1, 11.5, and 11.6 of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 Base Indenture and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 11.1 of the Company Base Indenture and the Guarantors, as applicable, in Sections 7.07, 8.03 8.4 and 8.04 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Notes. (a) This When (i) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or upon a repurchase pursuant to Article 3 hereof, and the Company irrevocably deposits with the Trustee money sufficient to pay at maturity or upon repurchase all outstanding Notes, including interest thereon to maturity or such repurchase date (other than Notes replaced pursuant to Section 2.09), and cash and any shares of Class A Common Stock or other property due in respect of converted Notes, and if in each such case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1) effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (i) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversion, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection with the conversion) and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders shares of Company Common Stock issuable upon conversion, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2) the Company has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to Counsel and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Company. (b) Notwithstanding Section 8.01(a)clause (a) above, the Company’s obligations of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations of the Company and the Guarantors, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: When (1i) the Company (i) delivers to the Trustee all outstanding Outstanding Notes (other than Notes replaced pursuant to Section 2.093.7 of the Base Indenture) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Outstanding Notes have become due and payable, whether at stated maturitymaturity or as a result of the delivery of a notice of redemption or upon a repurchase pursuant to Article IV hereof, upon conversion, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection and the Company irrevocably deposits with the conversion) Trustee money sufficient to pay at maturity or upon redemption or upon repurchase all Outstanding Notes, including interest thereon to maturity or such redemption or repurchase date (other than Notes replaced pursuant to Section 3.7 of the Base Indenture), and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders any shares of Company Common Stock issuable upon conversionor other property due in respect of converted Notes, and if in each such case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and the Company pays all other sums payable under this Indenture; and (2) hereunder by the Company has delivered (including any amounts owing to the Trustee under Section 11.1(a) of the Base Indenture), then this Indenture shall, subject to Section 8.2(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to Counsel and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Company. (b) Notwithstanding Section 8.01(a8.2(a), the Company’s obligations in Sections 3.5, 3.6, 3.7, 6.2, 6.3, 10.3, 11.1, 11.5, and 11.6 of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 Base Indenture and in this Article 8 VIII shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 11.1 of the Company Base Indenture and the Guarantors, as applicable, in Sections 7.07, 8.03 8.4 and 8.04 8.5 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), shall ------------------------------- cease to be of further effect if:effect, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (1) the Company (i) delivers all outstanding Notes theretofore authenticated and delivered (other than Notes which have been destroyed, lost or stolen and which have been replaced pursuant or paid as provided in Section 2.08) have been delivered to Section 2.09the Trustee for cancellation; or (2) all such Notes not theretofore delivered to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, Stated Maturity or upon conversion, or on any Fundamental Change Repurchase Redemption Date, cash (including any cash Change in lieu of fractional shares in connection Control Purchase Date, Purchase Date or Conversion Date, and the Company has deposited or caused to be deposited with the conversion) Trustee, the Paying Agent or the Conversion Agent, as applicable, as trust funds in trust an amount of money or cash equivalents sufficient to pay and (y) in discharge the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers entire Indebtedness evidenced by such Notes not theretofore delivered to the converting Holders shares of Trustee for cancellation; and (b) the Company Common Stock issuable upon conversion, in each case calculated in accordance with this Indenture sufficient has paid or caused to satisfy all obligations due on all outstanding Notes and pays be paid all other sums payable under this Indenture; and hereunder by the Company. Notwithstanding clauses (2a) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a)above, the Company's obligations of the Company and the Guarantors, as applicable, in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.107.07 and 7.10, 7.07if money or cash equivalents shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 9.01, 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company's obligations in Section 7.07 shall survive. Notwithstanding clauses (a) and (b) above, the Company's and each Holder's obligations under Section 2.16 shall survive the satisfaction and discharge of the Company and the Guarantors, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and dischargeIndenture.

Discharge of Liability on Notes. Section 4.1 of Original Indenture is hereby amended and restated with respect to the Notes (but not with respect to any other series of Securities) as follows: (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: When (1i) the Company (i) delivers to the Registrar all outstanding Outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee 2.05 for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such all Outstanding Notes have become due and payable, whether at stated maturity, upon conversiona repurchase pursuant to Article 4, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection and the Company irrevocably deposits with the conversion) and (y) in Paying Agent or the Conversion Agent, as the case of a conversion for which a Physical Settlement may be, money sufficient to pay at maturity, upon repurchase all amounts due under the then Outstanding Notes, including interest thereon to maturity or Combination Settlement appliessuch repurchase date (other than Notes replaced pursuant to Section 2.05), delivers to the converting Holders shares of Company and cash and any Common Stock issuable upon conversionor other property due in respect of converted Notes, and if in each such case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and the Company pays all other sums payable under hereunder by the Company, then this Indenture; and (2) First Supplemental Indenture shall, subject to Section 7.01(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this First Supplemental Indenture on demand of the Company has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to Counsel and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Company.” (b) Notwithstanding Section 8.01(a7.01(a), the Company’s obligations of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and in this Article 8 7 shall survive until the Notes have been paid in full. Thereafter, full or the obligations Company Conversion Obligations with respect to the delivery of the Company and the Guarantors, as applicable, Conversion Settlement Amount in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and dischargeaccordance with Article 9 have been satisfied in full.”

Discharge of Liability on Notes. 50 (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1i) the Company Issuer (iA) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (iiB) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversionexchange, or on any Fundamental Change Repurchase Date or Redemption Date, cash (including any cash in lieu of fractional shares in connection with the conversionexchange) and (y) in the case of a conversion an exchange for which a Physical Settlement or Combination Settlement applies, delivers to the converting exchanging Holders shares of Company Common Stock Shares issuable upon conversionexchange, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2ii) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a), the obligations of the Company Issuer and the GuarantorsGuarantor, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 and 7.07 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Company Issuer and the GuarantorsGuarantor, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and discharge.

Discharge of Liability on Notes. (a) This When (i) the Company delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity, upon a repurchase pursuant to Article 3 hereof or upon conversion of the Notes, and the Company irrevocably deposits with the Trustee money (or, if applicable, Conversion Settlement Consideration) sufficient to pay the consideration due on the such Notes at their maturity or upon their repurchase or conversion, including (if applicable) accrued and unpaid interest as provided herein, and in each such case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1) effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (i) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversion, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection with the conversion) and (y) in the case of a conversion for which a Physical Settlement or Combination Settlement applies, delivers to the converting Holders shares of Company Common Stock issuable upon conversion, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2) the Company has delivered to the Trustee accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to Counsel and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Company. (b) Notwithstanding Section 8.01(a)clause (a) above, the obligations of the Company and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.072.12, 2.15, 4.01, 4.02, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations of the Company and the Guarantors, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and dischargesurvive.

Discharge of Liability on Notes. When (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1a)(i) the Company (i) Issuer delivers to the Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.093.09) to the Trustee for cancellation or (ii) (x) deposits with the Trustee or the Paying Agent after such all outstanding Notes have become due and payable, whether at stated maturityon the Maturity Date, upon conversion, or on any Fundamental Change Repurchase Date or Repurchase Date, cash (including any cash in lieu upon exchange, redemption, declaration of fractional shares in connection acceleration or otherwise, and the Issuer irrevocably deposits with the conversion) and (y) in the case of a conversion for which a Physical Settlement Trustee or Combination Settlement applies, delivers to the converting Holders shares of Company Common Stock issuable upon conversionHolders, in each case calculated in accordance as applicable, cash and/or ADSs (solely to satisfy any outstanding Exchange Obligation with this Indenture respect to the Notes), sufficient to satisfy pay or deliver, as the case may be, all obligations amounts due and owing on all outstanding Notes and (other than Notes replaced pursuant to Section 3.09), (b) the Issuer pays all other sums payable by it under this Indenture; and Indenture and (2c) the Company has delivered Issuer delivers to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each Counsel stating that all the conditions precedent provided herein relating therefor have been satisfied, then, this Indenture will cease to be of further effect with respect to the Notes and the Holders and the Trustee will acknowledge the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a)with respect to the Notes; provided, the obligations of the Company and the Guarantorshowever, as applicablethat Sections 3.01, in Sections 2.053.13, 2.063.14, 2.074.01, 2.084.02, 2.094.04, 2.104.14, 4.16, 7.03, 7.06, 7.07, 7.08 7.09, 8.09 and in 8.10 and Articles 13 and 15 hereof will survive any discharge of this Article 8 shall survive Indenture until such time as the Notes have been paid in full. Thereafterfull and there are no Notes outstanding; provided, the obligations further, that any obligation of the Company and Issuer to the Guarantors, as applicable, in Trustee under Sections 7.07, 8.03 and 8.04 11.06 or 11.07 shall survive such satisfaction after the Notes are paid in full and dischargethere are no Notes outstanding.

Discharge of Liability on Notes. (a) This Indenture shall, subject to Section 8.01(b), cease to be of further effect if: (1i) the Company Issuer (iA) delivers all outstanding Notes (other than Notes replaced pursuant to Section 2.09) to the Trustee for cancellation or (iiB) (x) deposits with the Trustee or the Paying Agent after such Notes have become due and payable, whether at stated maturity, upon conversionexchange, or on any Fundamental Change Repurchase Date, cash (including any cash in lieu of fractional shares in connection with the conversionexchange) and (y) in the case of a conversion an exchange for which a Physical Settlement or Combination Settlement applies, delivers to the converting exchanging Holders shares of Company Common Stock issuable upon conversionexchange, in each case calculated in accordance with this Indenture sufficient to satisfy all obligations due on all outstanding Notes and pays all other sums payable under this Indenture; and (2ii) the Company Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided herein relating to the satisfaction and discharge of this Indenture have been complied with. (b) Notwithstanding Section 8.01(a), the obligations of the Company Issuer and the Guarantors, as applicable, in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 7.07, 7.08 7.07 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the obligations of the Company Issuer and the Guarantors, as applicable, in Sections 7.07, 8.03 and 8.04 shall survive such satisfaction and discharge.