Common use of Discharge of Liability on Securities; Defeasance Clause in Contracts

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the Trustee for cancellation or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the Company has paid all sums payable by it under this Indenture, (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or otherwise, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal and interest on, the Securities to the date of Stated Maturity or redemption (provided that if such redemption is made as provided in the third paragraph of paragraph 5 of the Securities, (x) the amount of cash in U.S. dollars, Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined by such Redemption Date); (ii) in respect of clause (i)(y), no Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iii) the Company has paid or caused to be paid all sums payable by it under this Indenture, ; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Stated Maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. After If Government Securities shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from an accounting, appraisal or investment banking firm of national standing to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(1).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has Issuers irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds in trust solely for the benefit of the Securityholders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the Company has 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 each of the Issuers is a party or by which each of the Issuers is bound; (iii) the Issuers have paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuers.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.07) have been cancelled or delivered to the Trustee for cancellation or (2) (iii) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption or otherwise or will become due and payable within one year and pursuant to Article 3 hereof, and, in the case of clause (ii), the Company has irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption of all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced or paid pursuant to Section 2.07) and Applicable Premium, if any, and if in either case the Company pays all other sums payable under this Indenture, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited or caused shall be sufficient for purposes of this Section 8.01 to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee trust funds on or prior to the date of redemption (it being understood that any defeasance shall be subject to the condition subsequent that such deficit is in trust fact paid). Any Applicable Premium Deficit shall be set forth in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore Officers’ Certificate delivered to the Trustee for cancellation, (ii) simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company has paid all sums payable accompanied by it under this Indenture, (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (i) either (1) all the Securities that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Securities which that have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) paid, have been delivered to the Trustee for cancellation cancelation, or (2) (i) all the Securities that have not been delivered to the Trustee for cancellation otherwise cancelation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has Issuers or any Subsidiary Guarantors have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination of money cash in U.S. dollars and non-callable U.S. Government Obligations, in amounts sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancelation for principal, premium, if any, and accrued and unpaid interest (including additional interest), if any, to, but not including, the date of maturity or redemption; (ii) no Default or Event of Default has occurred and is continuing on the Company has paid date of such deposit; (iii) the Issuers or any Subsidiary Guarantors have paid, or caused to be paid, all sums payable by it them under this Indenture, ; and (iiiiv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities at maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trusteethen this Indenture shall, for the benefit subject to Section 8.01(c), cease to be of the Holders, has a valid, perfected, exclusive security interest in this trustfurther effect. In additionthe case of clause (2) above, the Company must Issuers shall deliver an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating the Trustee which shall state that all conditions precedent to the satisfaction and discharge have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)satisfied.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations This Indenture and the obligations of the Guarantors under other Note Documents (insofar as related to this Indenture and the Securities) shall, the Security Guarantees and this Indenture, except the obligations referred subject to in Section 8.01(c), if cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (1x) either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been not theretofore delivered to the Trustee for cancellation or (21) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or otherwise or (2) will become due and payable within one year at the Stated Maturity or within 60 days as the result of the giving of any irrevocable and unconditional notice of redemption pursuant to Article 3 hereof, and, in the case of clause (ii), the Company has irrevocably deposited or caused to be deposited deposits with the Trustee trust funds cash in trust U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in an amount of money amounts sufficient to pay at maturity or upon redemption all outstanding Securities, including interest and discharge the entire Indebtedness premium, if any, thereon to maturity or such redemption date (including all principal other than Securities replaced pursuant to Section 2.07), and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, (iiy) the Company has paid pays all other sums payable hereunder by it under the Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture, Indenture (iiisubject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (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 Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustCompany) have been delivered by the Company to the Trustee for cancellation or (2) (iB) all outstanding Securities that have not been delivered by the Company to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article Three and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest (including Special Interest, if any) to the date of Maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of final maturity or redemption; (ii) the Company Issuer has paid or caused to be paid all sums payable by it under this Indenture, ; and (iii) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at final maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuer (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(1).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (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 Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.07) have been cancelled or delivered to the Trustee for cancellation or (2) (iii) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption or otherwise or will become due and payable within one year and pursuant to Article 3 hereof, and, in the case of clause (ii), the Company has irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption of all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced or paid pursuant to Section 2.07) and Applicable Premium, if any, and Additional Interest, if any, and if in either case the Company pays all other sums payable under this Indenture by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited or caused shall be sufficient for purposes of this Section 8.01 to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee trust funds on or prior to the date of redemption (it being understood that any defeasance shall be subject to the condition subsequent that such deficit is in trust fact paid). Any Applicable Premium Deficit shall be set forth in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore Officers’ Certificate delivered to the Trustee for cancellation, (ii) simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company has paid all sums payable accompanied by it under this Indenture, (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption payable, whether at their Stated Maturity or otherwise upon redemption, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of their Stated Maturity or redemption, (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 Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company has irrevocably paid or caused to be paid (or has deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient pursuant to pay and discharge the entire Indebtedness clause (including all principal and accrued interesti) on the Securities not theretofore delivered above with respect to the Trustee for cancellation, (iipayment of) the Company has paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by x) the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable whether at maturity or by reason of the mailing making of a notice of redemption or otherwise otherwise, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V by the Trustee in the name, and at the expense, of the Company, and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) the Company has paid or caused to be paid all sums payable by it to the Trustee under this Indenture, ; (iii) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; and (iv) the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then this Indenture (including the Subsidiary Guarantees) shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (i) either (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) (i) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article Three and the Company has irrevocably deposited deposits or caused to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and interest (including Additional Interest, if any) to the date of maturity or redemption (other than Securities replaced pursuant to Section 2.07); (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i) either (x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of final maturity or redemption (provided that if such redemption is made as provided in the sixth paragraph of paragraph 5 of the Securities, (1) the amount of 104 cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (2) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date); (ii) in respect of clause (i)(y), no Event of Default has occurred and is continuing on the Company date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either the Issuer or any Subsidiary Guarantor is a party or by which either the Issuer or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture, ; and (iiiiv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at final maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuer (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(1).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (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 the ABL Credit Agreement, Term Loan Credit Agreement, or any other material instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Trustee under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When either (1i) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) (iii) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in the case of either clause (i) or (ii) the Company has paid pays all other sums payable hereunder by it under the Company, then this IndentureIndenture shall, (iii) subject to Section 8.01(c), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) all the outstanding Securities that have been authenticated and delivered of any particular series (except lost, stolen or destroyed other than Securities which have been of such series replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.08) have been cancelled or delivered to the Trustee for cancellation or (2) (iii) all outstanding Securities not delivered to the Trustee for cancellation otherwise of any particular series have become due and payable by reason payable, whether at maturity or as a result of the mailing transmission of a notice of redemption pursuant to Article 3 hereof, or otherwise or will are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust funds solely for the benefit of Holders of Securities of such series for the giving of notice of redemption and the Company Issuer irrevocably deposits with the Trustee cash in U.S. dollars in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of an internationally recognized firm of independent certified public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and interest on the outstanding Securities of such series when due at maturity or upon redemption of, including interest thereon to maturity or such Redemption Date (other than Securities of such series replaced or paid pursuant to Section 2.08) and if in either case the Issuer has irrevocably deposited paid or caused to be deposited paid all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect with the respect to Securities of such series. The Trustee trust funds in trust in an amount of money sufficient to pay shall acknowledge satisfaction and discharge the entire Indebtedness (including all principal and accrued interest) of this Indenture with respect to Securities of such series on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the Company has paid all sums payable by it under this Indenture, (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment demand of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel (as reasonably satisfactory to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, the Trustee shall acknowledge in writing and at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuer.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (i) either (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) (i) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article Three and the Company has irrevocably deposited deposits or caused to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest (including Additional Interest, if any) to the date of maturity or redemption (other than Securities replaced pursuant to Section 2.07); (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustCompany) have been delivered by the Company to the Trustee for cancellation or (2) (iB) all outstanding Securities that have not been delivered by the Company to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article Three and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest (including Special Interest, if any) to the date of Maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as Counsel, at the cost and expense of the Company, to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing the satisfaction and discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Indenture.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations This Indenture shall be discharged and the obligations shall cease to be of further effect (except as to rights of registration of transfer or exchange of the Guarantors under Securities which shall survive until all Securities have been canceled and indemnifications which shall survive discharge and cancellation of the Securities, the Security Guarantees and this Indenture, except the obligations referred ) as to in 8.01(c), if all outstanding Securities when either: (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from this trust) have been delivered to the Trustee for cancellation or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year by reason of the sending of a notice of redemption or otherwise and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust for the Holders in an amount of money sufficient in cash in U.S. dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal principal, premium and accrued interestinterest to the date of maturity or redemption, as the case may be) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the Company Issuer has paid all sums payable by it under this Indenture, (iii) the Company Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) no Default has occurred and is continuing on the Trusteedate of such deposit (other than a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, for in each case, the benefit granting of Liens in connection therewith) and the Holdersdeposit will not result in a breach or violation of, has or constitute a validdefault under, perfected, exclusive security interest in any material agreement or material instrument (other than this trustIndenture and any other agreement governing Pari Passu Indebtedness to which a similar and simultaneous deposit relates) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound. In addition, the Company Issuer must deliver an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such deliverydelivery and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the CompanyIssuer’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Indenture.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer and the Company has Issuer or any Hanover Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the Company 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 Issuer or any Hanover Guarantor is a party or by which the Issuer or any Hanover Guarantor is bound; (iii) the Issuer or any Hanover Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuer (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuer.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or will be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Company Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an U.S. dollars, in such amount as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of final maturity or redemption; (ii) the Company has Issuers have paid or caused to be paid all sums payable by it under this Indenture, ; and (iii) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at final maturity or on the date of redemptionredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuers. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(1).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustCompany) have been delivered by the Company to the Trustee for cancellation or (2) (iB) all outstanding Securities that have not been delivered by the Company to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust for the giving of notice of redemption pursuant to Article III and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. Dollars, non-callable Government Securities, or a combination of money cash in U.S. Dollars and non-callable Government Securities, in amounts as shall be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, and Special Interest, if any, and accrued interest (including Special Interest, if any) to the date of Maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Maturity or on at the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. When (a) The (i) the Company may terminate its obligations and delivers to the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if Trustee all outstanding Notes for cancellation (1) all the Securities that other than Notes which have been authenticated destroyed, lost or stolen and delivered (except lost, stolen or destroyed Securities which have been replaced or paid as provided in Section 2.7 and Securities 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 this such trust) have been delivered to the Trustee for cancellation or (2) (iii) all Securities not delivered to the Trustee for cancellation otherwise outstanding Notes have become due and payable by reason payable, whether at maturity or on a specified redemption date as a result of the mailing of a notice of redemption or otherwise or will become due and payable within one year and pursuant to Article 3 hereof, (b) the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust in solely for that purpose an amount of money sufficient to pay and discharge at maturity or upon redemption all outstanding Notes, including interest, premium and Liquidated Damages, if any, thereon, and the entire Indebtedness (including Company pays or causes to be paid all principal and accrued interest) on other sums payable hereunder by the Securities not theretofore delivered to the Trustee for cancellationCompany, (ii) the Company has paid all sums payable by it under this Indenture, (iiic) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities Notes at maturity or on the date of redemption, as the case may be, ; and (ivd) the TrusteeCompany has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with; then this Indenture shall cease to be of further effect except for (i) the benefit provisions set forth in Article 2, Sections 4.1, 4.2, 6.7, 7.7, 8.5, 8.6 and 8.7 hereof and (ii) if the Notes have been called for redemption and the redemption date has not occurred, the Company's obligation to pay the redemption price on such redemption date. The Trustee shall acknowledge satisfaction and discharge of this Indenture promptly on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, Company after receipt from the Company must deliver of an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustCompany) have been delivered by the Company to the Trustee for cancellation or (2) (iB) all outstanding Securities that have not been delivered by the Company to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article III and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest (including Additional Interest, if any) to the date of Maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by x) the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption payable, whether at maturity or otherwise upon redemption, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Agreement or any other material instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Trustee under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) the Company delivers to the Trustee all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.10) have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars in an amount amount, non-callable U.S. Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination of U.S. dollars and such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or 109 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 has or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor have paid or caused to be paid all sums payable by it under this Indenture, the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(2).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (i) either (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) (i) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article Three and the Company has irrevocably deposited deposits or caused to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest (including Additional Interest, if any) to the date of maturity or redemption (other than Securities replaced pursuant to Section 2.07); (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof by the Trustee in the name and at the expense, of the Issuers; and the Company has Issuers or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) each of the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iii) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) from each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuers.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) the Company delivers to the Trustee all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.9) have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars in an amount amount, non-callable U.S. Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination of U.S. dollars and such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 has or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor have paid or caused to be paid all sums payable by it under this Indenture, the Collateral Documents and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(2).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in Section 8.01(c), if this Indenture shall be discharged and shall cease to be of further effect as to all Securities issued hereunder, when either (1a) all the such Securities that have been theretofore authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the Trustee for cancellation cancelation; or (2b) (i) all such Securities not theretofore delivered to the such Trustee for cancellation otherwise cancelation have become due and payable by reason of the mailing making of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancelation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) the Trustee stating that all conditions precedent to satisfaction and discharge have been complied withsatisfied. After such deliveryThe Trustee, at the Trustee expense of the Company, shall acknowledge in writing the execute proper instruments acknowledging satisfaction and discharge of the Company’s and Indenture upon the Guarantors’ obligations under occurrence of the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)foregoing.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 material instrument to which the Company is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) the Company delivers to the Trustee all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.10) have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars in an amount amount, non-callable U.S. Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination of U.S. dollars and such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) (1) 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 (2) such deposit will not result 100 in a breach or violation of, or constitute a default under, any other instrument to which the Company has or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than this Indenture and the Securities); (iii) the Company or any Subsidiary Guarantor have paid or caused to be paid all sums payable by it under this Indenture, the Securities, the Subsidiary Guarantees and the Collateral Documents; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(2).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When either (1i) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) (iii) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in the case of either clause (i) or (ii) the Company has paid pays all other sums payable hereunder by it under the Company, then this IndentureIndenture shall, (iii) subject to Section 8.01(c), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.07) have been cancelled or delivered to the Trustee for cancellation or (2) (iii) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason payable, whether at maturity or on a redemption date as a result of the mailing delivery of a notice of redemption pursuant to Article 3 hereof, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or otherwise upon redemption of all outstanding Securities, including interest thereon to maturity or will become due such redemption date (other than Securities replaced or paid pursuant to Section 2.07) and Applicable Premium, if any, and if in either case the Company pays all other sums payable within one year under this Indenture, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect and the Company has Subsidiary Guarantees and the Liens on the Collateral securing the Securities will be irrevocably released; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited or caused shall be sufficient for purposes of this Section 8.01 to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee trust funds on or prior to the date of redemption (it being understood that any defeasance shall be subject to the condition subsequent that such deficit is in trust fact paid). Any Applicable Premium Deficit shall be set forth in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore Officer’s Certificate delivered to the Trustee for cancellation, (ii) simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company has paid all sums payable accompanied by it under this Indenture, (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When either (1i) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) (iii) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not 61 theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in the case of either clause (i) or (ii) the Company has paid pays all other sums payable hereunder by it under the Company, then this IndentureIndenture shall, (iii) subject to Section 8.01(c), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1x) the Company delivers to the Trustee all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this such trust) have been delivered to the Trustee for cancellation or (2y) (i) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at maturity within one year or have been called for redemption under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture, Indenture and the Securities; (iii) other than in connection with a redemption of Securities pursuant to Article V, 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 (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); (iv) such deposit will not cause a default under the Credit Facility or any other instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; and (v) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption payable, whether at maturity or otherwise upon redemption, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has Issuers or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the Company has date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Agreement or any other material instrument to which the Issuers or any Significant Subsidiary is a party or by which the Issuers or any Significant Subsidiary are bound; (iii) the Issuers or any Subsidiary Guarantor have paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has Issuers have delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing the satisfaction and discharge of this Indenture, at the Company’s cost and expense of the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuers.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations This Indenture and the obligations of the Guarantors under other Note Documents (insofar as related to this Indenture and the Securities) shall, the Security Guarantees and this Indenture, except the obligations referred subject to in Section 8.01(c), if cease to be of further effect and all Collateral shall be released from the Liens SECURING THE NOTES OBLIGATIons as to all outstanding Securities when both (1x) either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been not theretofore delivered to the Trustee for cancellation or (21) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or otherwise or (2) will become due and payable within one year at the Stated Maturity or within 60 days as the result of the giving of any irrevocable and unconditional notice of redemption pursuant to Article 3 hereof, and, in the case of clause (ii), the Company has irrevocably deposited or caused to be deposited deposits with the Trustee trust funds cash in trust U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in an amount of money amounts sufficient to pay at maturity or upon redemption all outstanding Securities, including interest and discharge the entire Indebtedness premium, if any, thereon to maturity or such redemption date (including all principal other than Securities replaced pursuant to Section 2.07), and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, (iiy) the Company has paid pays all other sums payable hereunder by it under the Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture, Indenture (iiisubject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 material instrument to which the Company is a party or by which the Company or any Subsidiary Guarantor is bound (in each case, other than any breach of a covenant related to the Incurrence of Indebtedness used to fund the discharge of this Indenture); (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations This Indenture shall be discharged and the obligations shall cease to be of further effect (except as to rights of registration of transfer or exchange of the Guarantors under Securities which shall survive until all Securities have been canceled and indemnifications which shall survive discharge and cancellation of the Securities, the Security Guarantees and this Indenture, except the obligations referred ) as to in 8.01(c), if all outstanding Securities when either: (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from this trust) have been delivered to the Trustee for cancellation or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year by reason of the sending of a notice of redemption or otherwise and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust for the Holders in an amount of money in cash in U.S. dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient (without reinvestment), as determined by the Issuer in the case of an all cash deposit, and as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee in the case of the deposit of U.S. Government Obligations or a combination of U.S. Government Obligations and cash, to pay and discharge the entire Indebtedness (including all principal principal, premium and accrued interestinterest to the date of maturity or redemption, as the case may be) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the Company Issuer has paid all sums payable by it under this Indenture, (iii) the Company Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) no Default has occurred and is continuing on the Trusteedate of such deposit (other than a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, for in each case, the benefit granting of Liens in connection therewith) and the Holdersdeposit will not result in a breach or violation of, has or constitute a validdefault under, perfected, exclusive security interest in any material agreement or material instrument (other than this trustIndenture and any other agreement governing Pari Passu Indebtedness to which a similar and simultaneous deposit relates) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound. In addition, the Company Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such deliverydelivery and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the CompanyIssuer’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Indenture.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustCompany) have been delivered by the Company to the Trustee for cancellation or (2) (iB) all outstanding Securities that have not been delivered by the Company to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article Three and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders of Securities, cash in an amount U.S. Dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest (including Special Interest, if any) to the date of Maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as Counsel, at the cost and expense of the Company, to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing the satisfaction and discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Indenture.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities that have been authenticated and delivered (except other than Securities that have been lost, stolen destroyed or destroyed Securities which wrongfully taken and that have been replaced or paid pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustIssuer) have been delivered to the Trustee for cancellation or (2) (iB) all outstanding Securities that have not been delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article III and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellation, including principal, premium, if any, and accrued interest to the date of Maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the Company 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 Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (iii) the Issuer has or any Guarantor has paid or caused to be paid all sums payable by them or it under this Indenture, Indenture and the Securities; and (iiiiv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuer (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing the satisfaction and discharge of this Indenture, at the Company’s cost and expense of the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuer.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (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, the Credit Agreement or any other material instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Trustee under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the SecuritiesSubject to Section 8.1(c) hereof, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason at their scheduled maturity or (z) all outstanding Securities not theretofore delivered for cancellation have become scheduled for redemption under arrangements satisfactory to the Trustee as a result of the mailing giving of a notice of redemption or otherwise or will become due by the Trustee in the name and payable within one year and at the expense of the Company has in accordance with Article III hereof, (ii) the Company irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of Stated Maturity or redemption, (iiiii) 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 is a party or by which the Company is bound, (iv) the Company has paid or caused to be paid all sums then payable by it under this Indenture, Indenture and the Securities and (iiiv) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the such Securities at maturity Stated Maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and the Trustee, for the benefit obligations of the HoldersCompany and the Guarantors under the Securities and the Subsidiary Guarantees, has a valid, perfected, exclusive security interest in this trust. In addition, on demand of the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iii) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of whether at maturity or upon redemption or otherwise or will become due and payable within one year pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, (ii) premium, if any, and accrued interest to the Company has paid all sums payable by it under this Indenture, (iii) date of maturity and the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at maturity, and the Company or any Subsidiary Guarantor pays all other sums payable under this Indenture, the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreements by the Company or any Subsidiary Guarantor, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and release of all Liens on the Collateral with respect to the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) Issuers), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Company Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default has occurred and is continuing on the Company has date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facility or any other material agreement or instrument to which the Issuers or any Subsidiary Guarantor is a party or by which the Issuers are bound; (iii) the Issuers have paid or caused to be paid all sums payable by it under this Indenture, ; and (iiiiv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuers. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(2).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by x) the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of whether at maturity or upon redemption or otherwise pursuant to Article V hereof, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as shall be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the ABL Facility or any other material instrument (other than the Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Trustee under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations Subject to Section 8.1(c), this Indenture shall be discharged and the obligations shall cease to be of further effect as to all outstanding Securities, and upon request of the Guarantors under Company the SecuritiesTrustee shall acknowledge in writing the discharge of those obligations, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if when: (1i) either (x) all the Securities that have been theretofore authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.9 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this such trust) have been delivered to the Trustee for cancellation or (2) (iy) all of the Securities not delivered to the Trustee for cancellation otherwise (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount in U.S. dollars, U.S. Government Obligations or a combination thereof sufficient in the written opinion of money sufficient a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities 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; (ii) the Company has and/or the Subsidiary Guarantors have paid all other sums payable by it under this the Indenture, ; and (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof by the Trustee in the name and at the expense, of the Issuer; and the Company has Issuer or the Subsidiary Guarantors have irrevocably deposited or caused to be deposited with the Trustee trust as funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and interest and Additional Interest, if any, to the date of deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (ii) the Company has Issuer or the Subsidiary Guarantors have paid or have caused to be paid all sums then due and payable by it under this Indenture, Indenture and the Securities; and (iii) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward such funds to the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then (A) the Indenture will be discharged and will cease to be of further effect as to all outstanding Securities issued hereunder and the Subsidiary Guarantees issued hereunder (except as to surviving rights of registration of transfer or exchange of the Securities) and (ivB) the Trustee, for the benefit Trustee shall acknowledge satisfaction and discharge of this Indenture (except as to surviving rights of registration of transfer or exchange of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, Securities) on demand of the Company must deliver Issuer (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating which, taken together, state that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuer.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (y) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been not theretofore delivered to the Trustee for cancellation or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Stated Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of Stated Maturity or redemption; (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 material instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Stated Maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustCompany) have been delivered by the Company to the Trustee for cancellation or (2) (iB) all outstanding Securities that have not been delivered by the Company to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust for the giving of notice of redemption pursuant to Article III and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. Dollars, Government Securities, or a combination of money cash in U.S. Dollars and Government Securities, in amounts as shall be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, and Special Interest, if any, and accrued interest (including Special Interest, if any) to the date of Maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Maturity or on at the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel (as to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations This Indenture shall be discharged and the obligations shall cease to be of further effect (except as to rights of registration of transfer or exchange of the Guarantors under Securities which shall survive until all Securities have been canceled and indemnifications which shall survive discharge and cancellation of the Securities, the Security Guarantees and this Indenture, except the obligations referred ) as to in 8.01(c), if all outstanding Securities when either: (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from this trust) have been delivered to the Trustee for cancellation or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing sending of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust for the Holders in an amount of money sufficient in cash in U.S. dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interestinterest to the date of maturity or redemption, as the case may be) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the Company Issuer has paid all sums payable by it under this Indenture, Indenture and (iii) the Company Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such deliverydelivery and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the CompanyIssuer’s and the Subsidiary Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become /become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has Issuers or any Subsidiary Guarantor irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the Company has 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, GUSAP Partners or any Subsidiary Guarantor is a party or by which the Company, GUSAP Partners or any Subsidiary Guarantor is bound; (iii) the Issuers or any Subsidiary Guarantor have paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuers.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of final maturity or redemption; (ii) the Company Issuer has paid or caused to be paid all sums payable by it under this Indenture, ; and (iii) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at final maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuer (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(1).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (y) all the outstanding Securities that not theretofore delivered for cancellation have been authenticated become due and delivered (except lostpayable, stolen whether at maturity or destroyed Securities which have been replaced upon redemption or paid will become due and Securities payable within one year or are to be called for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered redemption within one year under arrangements satisfactory to the Trustee for cancellation or (2) (i) all Securities not delivered the giving of notice of redemption pursuant to the Trustee for cancellation otherwise have become due and payable Article 5 hereof by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year otherwise, and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 material instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Securities (a) The Company may terminate its obligations except for certain rights of the Trustee and the Issuer’s obligations of with respect thereto), and the Guarantors under the Securitieswill be released without any further action by Holders, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if when: either (1i) all the Securities that have been theretofore authenticated and delivered (except lost, stolen or destroyed other than Securities pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the Trustee for cancellation or (2) (iii) all of the Securities not delivered to the Trustee for cancellation otherwise (a) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable, (b) will become due and payable within one year or (c) have been or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust (or an entity designated or appointed (as agent) by it for this purpose) money or U.S. Government Obligations sufficient, in an amount opinion of money sufficient an Independent Financial Advisor, which shall be delivered to the Trustee, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) for principal of, premium, if any, and interest on such Securities to the Company has paid all sums payable by it under this Indenture, (iii) the Company has delivered date of maturity or redemption together with irrevocable instructions to from the Issuer directing the Trustee to apply the deposited money toward or cause to be applied such funds to the payment of the Securities thereof at maturity or on the date of redemption, as the case may be, ; the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and (iv) the Trustee, for Issuer has delivered to the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel (as which may be subject to legal matterscustomary assumptions and exclusions) each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on such Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a) and (b)). After Subject to Sections 8.01(c) and 8.02, the Issuer at any time may cure all then existing Events of Default and terminate (i) all of its obligations and all obligations of the Guarantors under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Sections 4.01 and 4.12) and the operation of Section 5.01 and Sections 6.01(c) (with respect to any Default under Article 4 (other than Sections 4.01 and 4.12)), 6.01(d), 6.01(e) (only with respect to Significant Subsidiaries of UK Holdco (other than the Issuer)), 6.01(f) (only with respect to Significant Subsidiaries of UK Holdco (other than the Issuer)), 6.01(g) or 6.01(h) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture (with respect to such deliverySecurities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Securities shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c) (with respect to any Default by UK Holdco or any of its Restricted Subsidiaries with any of its obligations under Article 4 other than Sections 4.01 and 4.12), 6.01(d), 6.01(e) (only with respect to Significant Subsidiaries of UK Holdco (other than the Issuer)), 6.01(f) (only with respect to Significant Subsidiaries of UK Holdco (other than the Issuer)), 6.01(g) or 6.01(h). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuer has terminated.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if When (1i) either (A) all the outstanding Securities of a series that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been of such series replaced or paid pursuant to Section 2.07 and Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trustCompany) have been delivered by the Company to the Trustee for cancellation or (2) (iB) all outstanding Securities of a series that have not been delivered by the Company to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at Maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article Three and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee trust funds in trust solely for the benefit of the Holders of Securities of such series, cash in an amount U.S. Dollars, non-callable Government Securities, or a combination thereof, with respect to the Dollar Notes, or cash in Pounds Sterling, certain UK Government Obligations, or a combination thereof, with respect to the Sterling Notes, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities of such series not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest (including Special Interest, if any) to the date of Maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities of such series; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities of such series at Maturity or the Securities at maturity or on the date of redemptionredemption date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as Counsel, at the cost and expense of the Company, to legal matters) the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After ) this Indenture shall cease to be of further effect with respect to the Securities of such delivery, series and the Trustee shall acknowledge in writing the satisfaction and discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)with respect to such series of Securities.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid delivers to the Company Initial Holder or discharged from this trustthe Trustee, as applicable, all outstanding Securities (other than Securities replaced pursuant to Section 2.9) have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption payable, whether at maturity or otherwise upon redemption, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Initial Holder or the Trustee, as applicable, for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited the with Initial Holder or with the Trustee Trustee, as applicable, as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee Initial Holder or the Trustee, as applicable, for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Agreement or any other material instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Initial Holder or to the Trustee, if appointed under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Initial Holder or the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery) this Indenture shall cease to be of further effect with respect to the Securities and the Initial Holder or the Trustee, the Trustee as applicable, shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or otherwise, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of an amount accounting, appraisal or investment banking firm of money sufficient national standing, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal and interest on, the Securities to the date of Stated Maturity or redemption (provided that if such redemption is made as provided in the third paragraph of paragraph 5 of the Securities, (x) the amount of cash in U.S. dollars, Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined by such Redemption Date); (ii) in respect of clause (i)(y), no Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iii) the Company has paid or caused to be paid all sums payable by it under this Indenture, ; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity Stated Maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture (ivand the Company’s and the Subsidiary Guarantors’ obligations under the other Note Documents will terminate) the Trustee, for the benefit on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. After If Government Securities shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge have received a certificate from an accounting, appraisal or investment banking firm of national standing to the effect set forth in writing Section 8.2(1). The Collateral will be released from the discharge of the Company’s and the Guarantors’ obligations under Liens securing the Securities, as provided in the Security Guarantees Collateral Trust Agreement, upon a satisfaction and discharge in accordance with the provisions described in this Indenture except for those surviving obligations specified in Section 8.01(c)8.1.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the SecuritiesSubject to Section 8.01(e) hereof, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if when (11)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07 hereof) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption at their scheduled maturity or otherwise or (z) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year and by reason of the giving of notice of redemption in accordance with Article 3 hereof or otherwise, (2) the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of Stated Maturity or redemption, (ii3) no Default has occurred and is continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from the borrowing of funds applied to such deposit), and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound, (4) the Company has paid or caused to be paid all sums then payable by it under this Indenture, Supplemental Indenture and (iii5) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the such Securities at maturity Stated Maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Supplemental Indenture and the Trustee, for the benefit obligations of the HoldersCompany and the Guarantors under the Securities and the Subsidiary Guarantees, has a valid, perfected, exclusive security interest in this trust. In addition, on demand of the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Supplemental Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) Issuers), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Company Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default has occurred and is continuing on the Company has date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, the Current Asset Credit Facility, the Senior Secured Term Loan or any other material agreement or instrument to which the Issuers or any Subsidiary Guarantor is a party or by which the Issuers are bound; (iii) the Issuers have paid or caused to be paid all sums payable by it under this Indenture, ; and (iiiiv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuers. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(2).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (1) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the Trustee for cancellation cancellation, or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing (or otherwise delivering in accordance with the applicable procedures of the Depositary) of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust for the Holders in an amount of money sufficient in cash in U.S. dollars or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in writing to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal principal, premium and accrued interestinterest to the date of maturity or redemption, as the case may be) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the Company has paid all sums payable by it under this Indenture, (iii) the Company has delivered irrevocable instructions in writing to the Trustee to apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) no Default has occurred and is continuing on the Trusteedate of such deposit or will occur as a result of such deposit (other than a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, for in each case, the benefit granting of Liens in connection therewith) and the Holdersdeposit will not result in a breach or violation of, has or constitute a validdefault under, perfectedthe credit agreement governing the Revolving Credit Facility, exclusive security interest in the indenture governing the Existing Notes or any other material agreement or material instrument (other than this trustIndenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, the Trustee shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts (including principal and any interest payable on such U.S. Government Obligations) as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (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 is a party or by which the Company is bound; (iii) the Company has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption payable, whether at maturity or otherwise upon redemption, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Agreement or any other material instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the Redemption Date or date of Stated Maturity (provided that if such redemption is made as provided in the sixth paragraph of Section 5 of the Securities, (x) the amount of cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium (as defined in Section 5 of the Securities) calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined by such Redemption Date); (ii) the Company has paid or caused to be paid all sums payable by it under this Indenture, ; and (iii) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at final maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(1).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i) either (x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10 and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from this such trust) ), have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient (as determined by the Issuer) without consideration of money sufficient any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of final maturity or redemption (provided that if such redemption is made as provided in the sixth paragraph of paragraph 5 of the Securities, (1) the amount of cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (2) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date); (ii) in respect of clause (i)(y), no Event of Default has occurred and is continuing on the Company date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either the Issuer or any Subsidiary Guarantor is a party or by which either the Issuer or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture, ; and (iiiiv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at final maturity or on the date of redemptionRedemption Date, as the case may be, then 105 the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuer (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(1).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the SecuritiesSubject to Section 8.01(e) hereof, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if when (11)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07 hereof) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption at their scheduled maturity or otherwise or (z) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year and by reason of the giving of notice of redemption in accordance with Article III hereof or otherwise, (2) the Company has irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of Stated Maturity or redemption, (ii3) no Default has occurred and is continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from the borrowing of funds applied to such deposit), and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound, (4) the Company has paid or caused to be paid all sums then payable by it under this Indenture, Supplemental Indenture and (iii5) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the such Securities at maturity Stated Maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Supplemental Indenture and the Trustee, for the benefit obligations of the HoldersCompany and the Guarantors under the Securities and the Subsidiary Guarantees, has a valid, perfected, exclusive security interest in this trust. In addition, on demand of the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Supplemental Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 material instrument to which the Company is a party or by which the Company or any Subsidiary Guarantor is bound (in each case, other than any breach of a covenant related to the Incurrence of Indebtedness used to fund the discharge of this Indenture); (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) the Issuers deliver to the Trustee all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid pursuant to Section 2.10) for cancellation or (y) all outstanding Securities not theretofore delivered for cancellation have become due and Securities for whose payment money has been deposited in trust payable, whether at maturity or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered upon redemption under arrangements satisfactory to the Trustee for cancellation or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason giving of the mailing of a notice of redemption or otherwise or will become due and payable within one year pursuant to Section 2.17 hereof and the Company has Issuers or any Subsidiary Guarantor irrevocably deposited deposit or caused cause to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars in an amount amount, non-callable U.S. Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination of U.S. dollars and such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and any Additional Amounts and accrued interest to the date of maturity or redemption; (ii) (1) no Default or Event of Default shall have occurred and be continuing on the Company has date of such deposit (except as a result of obtaining the funds to finance the deposit or funds to effect such a discharge) or shall occur as a result of such deposit and (2) such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor are a party or by which the Issuers or any Guarantor are bound (other than this Indenture and the Securities); (iii) the Issuers or any Guarantor have paid or caused to be paid all sums payable by it under this Indenture, the Securities, the Guaranty and the Security Documents (iiiother than contingent indemnification obligations for which a claim has not yet been asserted); and (iv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuers. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(b).. 123

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) the Company delivers to the Trustee all the outstanding Securities that have been authenticated and delivered (except lost, stolen or destroyed other than Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid pursuant to the Company or discharged from this trustSection 2.10) have been delivered to the Trustee for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars in an amount amount, non-callable U.S. Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination of U.S. dollars and such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 has or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor have paid or caused to be paid all sums payable by it under this Indenture, the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) discharge of this Indenture and release of all Liens on the Trustee, for Collateral with respect to the benefit Securities on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. After If U.S. Government Obligations shall have been deposited in connection with such deliverysatisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall acknowledge in writing have received a certificate from a nationally recognized firm of independent accountants to the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified effect set forth in Section 8.01(c8.2(2).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof by the Trustee in the name and at the expense, of the Issuers; and the Company has Issuers or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) each of the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iii) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver Issuers (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) from each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)Issuers.

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption payable, whether at maturity or otherwise upon redemption, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Agreement or any other material instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any 100 Significant Subsidiary is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Trustee under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit then upon demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge in writing satisfaction and discharge of this Indenture, at the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in an amount U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (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 Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSection 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.10) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become /become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in 8.01(cSECTION 8.1(c), if when (1i)(x) all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to SECTION 2.9) for cancellation or (2) (iy) all outstanding Securities not theretofore delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has or any Subsidiary Guarantor irrevocably deposited deposits or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in an amount U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, (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 Subsidiary Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and (iv) the Trustee, for the benefit discharge of this Indenture on demand of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver (accompanied by an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with. After such delivery, ) and at the Trustee shall acknowledge in writing the discharge cost and expense of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).

Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred Subject to in Section 8.01(c), if this Indenture shall be discharged and shall cease to be of further effect as to all Securities issued hereunder, when either (1a) all the such Securities that have been theretofore authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been delivered to the Trustee for cancellation cancellation; or (2b) (i) all such Securities not theretofore delivered to the such Trustee for cancellation otherwise have become due and payable by reason of the mailing making of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust solely for the benefit of the Holders, cash in an amount U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of money sufficient any reinvestment of interest and Liquidated Damages, if any, to pay and discharge the entire Indebtedness (including all principal and accrued interest) indebtedness on the such Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 sums payable by it under this Indenture, Indenture and the Securities; and (iiiiv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Securities at maturity or on the date of redemptionRedemption Date, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In addition, the Company must deliver an Officers’ ' Certificate and an Opinion of Counsel (as to legal matters) the Trustee stating that all conditions precedent to satisfaction and discharge have been complied withsatisfied. After such deliveryThe Trustee, at the Trustee expense of the Company, shall acknowledge in writing the execute proper instruments acknowledging satisfaction and discharge of the Company’s and Indenture upon the Guarantors’ obligations under occurrence of the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c)foregoing.