Common use of Discharge of Liability on Securities Clause in Contracts

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities or all Outstanding Securities the Holders cash and shares of any seriesCommon Stock, as the case may beapplicable, theretofore authenticated and delivered and sufficient to pay all coupons, if any, appertaining thereto amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (ib) coupons appertaining become due and payable on the Stated Maturity, or Fundamental Change Purchase Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to Bearer pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities cancellation, including the principal amount and maturing after interest (including any Additional Interest) accrued and unpaid to such exchange, whose surrender is not required Stated Maturity or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesFundamental Change Purchase Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 7.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise provided as contemplated by Section 2.3(a), when (a) the Company or the Guarantor (if the Securities are Guaranteed Securities) delivers to the Trustee for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (ivii) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor, as the case may be, and thereafter repaid to the Company or the Guarantor, as the case may be, or discharged from such trust, as provided in Section 2.4) for cancellation 2.6), or (b) all Outstanding Securities or all Outstanding Securities of any series have become due and payable and the Company or the Guarantor, as the case may be, deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on such Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company or the Guarantor, as the case may be, pays all other sums payable hereunder by the CompanyCompany or the Guarantor, as the case may be, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all such Outstanding Securities or all Outstanding Securities of any series, as the case may beSecurities. The Trustee shall join in the execution of a document prepared by the Company or the Guarantor, as the case may be, acknowledging satisfaction and discharge of this Indenture on demand of the Company or the Guarantor, as the case may be, accompanied by an Officers' Certificate or Guarantor's Officers' Certificate, respectively, and Opinion of Counsel and at the cost and expense of the CompanyCompany or the Guarantor, as the case may be.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) When either (i) the Company delivers to the Trustee all Outstanding outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (iSecurities replaced pursuant to Section 2.07) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required cancellation or has been waived as provided in Section 2.8, (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii), the Company irrevocably deposits with the Trustee (x) money, (y) U.S. Government Obligations or (z) shares of Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case 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, (A) to pay at maturity all outstanding Securities, including interest thereon to maturity (other than Securities of such seriesreplaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and of either clause (ivi) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (bii) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, shall cease to be of further effect as effect, each Subsidiary Guarantor will be released from all its obligations with respect to all Outstanding its Subsidiary Guarantee and any security granted to secure the Securities or all Outstanding Securities and Subsidiary Guarantees will be released. Upon satisfaction of any seriesthe conditions set forth in this Section 8.01, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Notwithstanding Section 8.01(a), the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.07, 7.07, 7.08 and this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders cash or cash and shares of Common Stock, in each case, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as provided applicable, and the Company shall deposit with the Trustee cash or cash and shares of Common Stock (solely to satisfy outstanding conversions, if applicable), as applicable, sufficient to pay all amounts owing in Section 2.9respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest (iii) couponsincluding Contingent Interest, if any), appertaining accrued and unpaid to Securities such Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Interest, if any), with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may beamounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities). The Trustee shall join in On, or after, such time, the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities or the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) This Indenture shall upon the Company delivers to direction of the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, Issuer cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be (except as to any surviving rights of registration of transfer of Securities herein expressly provided for), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either (i) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore issued (other than Securities or Securities of such series, as the case may be, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.2) have been delivered to the Issuer or the Trustee for cancellation; or (ii) all such Securities not theretofore delivered to the Issuer or the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity Date; and the Issuer, in the case of clause (1) or (2) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose, an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee or the Issuer for cancellation, for Principal and any interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity Date, as the case may be; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate stating that all of the conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. The Trustee shall join in the execution of a document prepared by the Company Issuer acknowledging satisfaction and discharge of this Indenture on demand of the Company Issuer accompanied by an Officers' ’ Certificate and Opinion of Counsel and at the cost and expense of the CompanyIssuer. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, the obligations of the Issuer to the Trustee with respect to the Securities of that series under Section 6.5 shall survive. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.9, (iii2) coupons, if any, appertaining all the Securities not theretofore canceled or delivered to Securities or Securities the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall deliver to the Holders cash and shares of such seriesCapital Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may beRegistrar for cancellation or (b) become due and payable on the Stated Maturity, called for redemption and maturing after the relevant Redemption or Fundamental Change Purchase Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash or shares of Capital Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest (including any Additional Interest) accrued and unpaid to such seriesStated Maturity or Fundamental Change Purchase Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 7.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.9, (iii2) coupons, if any, appertaining all the Securities not theretofore canceled or delivered to Securities or Securities the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may beRegistrar for cancellation or (b) become due and payable on the Stated Maturity, called for redemption and maturing after the relevant Purchase Date, Fundamental Change Purchase Date or Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash or shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) When (i) the Company Issuer delivers to the Trustee all Outstanding outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining Securities replaced pursuant to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.42.13) for cancellation or (bii) all Outstanding outstanding Securities have become due and payable and the Company Issuer deposits in trust, for the benefit of the Holders, with the Trustee cash finally collected funds sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.13), and if in either any such case the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, then this Indenture Indenture, and the obligations of the Issuer pursuant hereto, shall, subject to Section 7.77.01(c) and 7.06, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may beeffect. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. (b) Subject to Sections 7.01(c), 7.02 and 7.06, the Issuer at any time may terminate (i) all its obligations under this Indenture and the Securities (“legal defeasance option”) or (ii) the operation of Sections 5.01(a), 5.01(b), 5.01(e) and 5.01(f) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. If the legal defeasance option is exercised, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 5.01(a), 5.01(b), 5.01(e), and 5.01(f). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of the obligations of the Issuer hereunder except those specified in Section 7.01(c). (c) Notwithstanding Section 7.01(b), the Issuer’s obligations pursuant to Sections 2.03, 2.04, 2.05, 2.06, Section 2.11, Section 2.12, Section 2.13, Section 4.02 and 4.04 shall survive until the Securities have been paid in full. Thereafter, the obligations of the Issuer pursuant to SectionsSection 6.06, Section 6.07, 7.04 and 7.05 shall survive.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities or all Outstanding Securities the Holders cash and shares of any seriesCommon Stock, as the case may beapplicable, theretofore authenticated and delivered and sufficient to pay all coupons, if any, appertaining thereto amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (ib) coupons appertaining become due and payable on the Stated Maturity, or Fundamental Change Purchase Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to Bearer pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities cancellation, including the principal amount and maturing after interest (including any Additional Interest) accrued and unpaid to such exchange, whose surrender is not required Stated Maturity or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesFundamental Change Purchase Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Supplemental Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Supplemental Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 6.04 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Supplemental Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Supplemental Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Defeasance (a) Subject to Section 2.3(a8.1(c), when (ai)(x) the Company delivers to the Trustee all Outstanding outstanding Securities (other 84 than Securities replaced pursuant to Section 2.9) for cancellation or (y) all Outstanding outstanding Securities not theretofore delivered for cancellation have become due and payable, whether at maturity or 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 or any Subsidiary Guarantor irrevocably deposit or cause to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any seriesreinvestment 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 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 have paid or caused to be paid all sums payable under this Indenture and the Securities; and (iv) 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 or the Redemption Date, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by 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) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company. (b) Subject to Section 8.1(c) and Section 8.2, the Company and the Subsidiary Guarantors at any time may be deemed to have been discharged from their respective obligations with respect to all outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.3 hereof and the other Sections of this Indenture referred to in clauses (i) through (iv) below, and to have satisfied all its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Securities to receive payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (ii) the Company's and the Subsidiary Guarantors' obligations with respect to such Securities under Article II and Section 3.13 hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's and the Subsidiary Guarantors' obligations in connection therewith and (iv) this Article VIII. Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.1(b) notwithstanding the prior exercise of its option under Section 8.1(c) hereof. (c) The Company shall, subject to the satisfaction of the conditions set forth in Section 8.2 hereof, be released from its obligations under the covenants contained in Section 3.2, Section 3.3, Section 3.4, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.11, Section 3.12, Section 3.16, Section 3.19 and clause (4) of Section 4.1, hereof with respect to the outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance") and the Securities shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Company's exercise of the option applicable to this Section 8.1(c), subject to the satisfaction of the conditions set forth in Section 8.2 hereof, Sections 6.1(5) through 6.1(7) hereof shall not constitute Events of Default. (d) Notwithstanding the provisions of Sections 8.1(b) and (c), the Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.11, 2.12, 3.1, 3.13, 3.14, 3.15, 3.17, 3.18, 3.20, 6.7, 7.7 and 7.8 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 shall survive.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) The Company may terminate its obligations under the Company delivers Securities and this Indenture, except those obligations referred to the Trustee in Section 8.1(b), if all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore previously authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and Securities which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 2.48.5) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (i) either (A) pursuant to Article III, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or (bB) all Outstanding Securities have otherwise become due and payable and hereunder; (ii) the Company deposits shall have irrevocably deposited or caused to be deposited with the Trustee cash or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such money, to pay at Stated Maturity the Principal Amount of all Principal of principal of, premium on, if any, and interest on Outstanding the outstanding Securities to maturity or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any seriesredemption, as the case may be. The ; provided that the Trustee shall join have been irrevocably instructed to apply such money to the payment of said principal, premium, if any, and interest with respect to the Securities and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article X; (iii) no Default or Event of Default with respect to this Indenture or the Securities 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 the execution of a document prepared by breach or violation of, or constitute a default under, any other instrument to which the Company acknowledging satisfaction and discharge of this Indenture on demand of is a party or by which it is bound; (iv) the Company accompanied shall have paid all other sums payable by it hereunder; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for the termination of the Company's obligations under the Securities and this Indenture have been satisfied. Such Opinion of Counsel shall also state that such satisfaction and at discharge does not result in a default under the cost New Credit Facility (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. (b) Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.2, 2.5, 2.6, 2.7, 2.8, 4.1, 4.13, 4.14, 4.15, 4.17, 7.7, 8.4, 8.5, and expense 8.6 shall survive until the Securities are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Company's obligations in Sections 7.7, 8.4, 8.5, and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for those surviving obligations specified above.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (ai) the Company delivers to the Trustee all Outstanding outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining Securities replaced pursuant to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.42.07 hereof) for cancellation or (bii) all Outstanding outstanding Securities (A) have become due and payable, (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company irrevocably deposits with the Trustee as trust funds cash sufficient to pay at Stated Maturity the Principal Amount and any accrued Additional Interest or to pay at the Redemption Date the Redemption Price and any accrued Additional Interest, as the case may be, of all Principal of and interest on Outstanding outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.07 hereof), and if in either any case the Company pays all other sums payable hereunder by the CompanyCompany and the Trustee shall have been irrevocably instructed to apply such money to the payment of said amounts with respect to the Securities, then this Indenture shall, subject to Section 7.77.07 hereof, cease to be of further effect as to effect. Upon the receipt by the Trustee of all Outstanding Securities or all Outstanding Securities of any seriesdocuments required by Section 7.02(b), as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on written demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel stating that the conditions set forth in this Section 8.01 have been complied with and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)This Indenture shall cease to be of further effect, when and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company delivers to the Trustee either (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (iiA) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, 2.08 and (ivB) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or otherwise discharged from such trust, trust as provided in Section 2.410.02) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation or (b) all Outstanding Securities have become due and payable payable, whether at Stated Maturity or upon any Redemption Date, Fundamental Change Repurchase Date, Purchase Date or Conversion Date, and the Company deposits Issuer has deposited or caused to be deposited with the Trustee cash Trustee, the Paying Agent or the Conversion Agent, as applicable, as trust funds in trust for the purpose an amount of money or securities sufficient to pay at Stated Maturity and discharge the Principal Amount of all Principal of and interest on Outstanding entire Indebtedness evidenced by such Securities not theretofore delivered to the Trustee for cancellation; (b) the Issuer has paid or all Outstanding Securities of such series (other than Securities replaced pursuant caused to Section 2.9), and if in either case the Company pays be paid all other sums payable hereunder by the CompanyIssuer; and (c) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, then this Indenture shall, subject each stating that all conditions precedent herein provided for relating to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand have been complied with. Notwithstanding clauses (a) and (b) above, the Issuer's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08, 10.2 and, if money or securities shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 8.01, shall survive until the Company accompanied by an Officers' Certificate and Opinion of Counsel and at Securities have been paid in full. Thereafter, the cost and expense of the CompanyIssuer's obligations in Section 7.07 shall survive.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as provided applicable, and the Company shall deposit with the Trustee cash or shares of Common Stock, as applicable, sufficient to pay all amounts owing in Section 2.9respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest (iii) couponsincluding Contingent Interest and Additional Interest, if any), appertaining accrued and unpaid to Securities such Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Interest and Additional Interest, if any), with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of this Registrar under the Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities or the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all couponsamounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount, premium, if any, appertaining thereto and interest (other than (iincluding Contingent Interest and Additional Interest, if any) coupons appertaining accrued and unpaid to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchangeStated Maturity, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including Contingent Interest and Additional Interest, if any) or premium, if any, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 9.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)Article 4 of the Original Indenture shall not apply to the Securities. When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company delivers shall deliver to the Trustee Holders shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all Outstanding amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity for the payment of principal of the Securities or all Outstanding Securities of any seriesRedemption Date or Fundamental Change Purchase Date, as applicable, and the case may be, theretofore authenticated Company shall deposit with the Trustee cash and delivered and all couponsshares of Common Stock, if any, appertaining thereto as applicable, sufficient to pay all amounts owing in respect of all Securities (other than (iany Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) coupons appertaining not theretofore canceled or delivered to Bearer Securities surrendered the Registrar for exchange cancellation, including the principal amount and interest accrued and unpaid to such Stated Maturity for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) the payment of principal of the Securities or Securities of such seriesRedemption Date or Fundamental Change Purchase Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Third Supplemental Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Third Supplemental Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 6.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Third Supplemental Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Third Supplemental Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)Article 4 of the Original Indenture shall not apply to the Securities. When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Conversion Periods have elapsed) and the Company delivers or the Guarantors shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and all couponspayable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company or the Guarantors shall deposit with the Trustee cash and shares of Common Stock, if any, appertaining thereto as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount, premium, if any, and interest (iincluding Contingent Interest and Additional Interest, if any) coupons appertaining accrued and unpaid to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchangeStated Maturity, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays or the Guarantors shall also pay or cause to be paid all other sums payable hereunder by the Company, then this First Supplemental Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including Contingent Interest and Additional Interest, if any) or premium, if any, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this First Supplemental Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 6.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this First Supplemental Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this First Supplemental Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders cash or cash and shares of Common Stock, in each case, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as provided applicable, and the Company shall deposit with the Trustee cash or cash and shares of Common Stock (solely to satisfy outstanding conversions, if applicable), as applicable, sufficient to pay all amounts owing in Section 2.9respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest (iii) couponsincluding Contingent Interest, if any), appertaining accrued and unpaid to Securities such Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Interest, if any), with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may beamounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities). The Trustee shall join in On, or after, such time, the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hxxxxx agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities or the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)2.04, when (a) the Company or the Guarantor delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.92.10, (iiiii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Dateredemption date, whose surrender has been waived as provided in Section 3.4, 12.03 and (iviii) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged from such trust, as provided in Section 2.42.05) for cancellation or (b) all Outstanding Securities have become due and payable or 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 for the giving of notice of redemption, and the Company or the Guarantor deposits with the Trustee cash sufficient to pay at Stated Maturity stated maturity the Principal Amount of all Principal principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.10), and if in either case the Company or the Guarantor pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.76.06, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document proper instruments prepared by the Company or the Guarantor acknowledging satisfaction and discharge of this Indenture on demand of the Company or the Guarantor accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)Article 4 of the Original Indenture shall not apply to the Securities. When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Conversion Periods have elapsed) and the Company delivers or the Guarantors shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as applicable, sufficient to satisfy the case may beCompany’s obligation to convert all Securities (other than any Securities which shall have been mutilated, theretofore destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and all couponspayable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company or the Guarantors shall deposit with the Trustee cash and shares of Common Stock, if any, appertaining thereto as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount, premium, if any, and interest (iincluding Contingent Interest and Additional Interest, if any) coupons appertaining accrued and unpaid to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchangeStated Maturity, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays or the Guarantors shall also pay or cause to be paid all other sums payable hereunder or under the Security Documents by the CompanyCompany or any Guarantor, then this the Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including Contingent Interest and Additional Interest, if any) or premium, if any, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent, Collateral Agent and discharge of this Registrar under the Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 6.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent, Collateral Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent, Collateral Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent, Collateral Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent, Collateral Agent and Registrar in connection with the Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.9, (iii2) coupons, if any, appertaining all the Securities not theretofore canceled or delivered to Securities or Securities the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall deliver to the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may beRegistrar for cancellation or (b) become due and payable on the Stated Maturity, called for redemption and maturing after the relevant Purchase Date, Fundamental Change Purchase Date or Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash or shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest (including any Additional Interest) accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)Article Four of the Original Indenture shall not apply to the Securities. When (1) the Company shall deliver to the Trustee for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have (a) been deposited for conversion (after all related Conversion Reference Periods have elapsed) and the Company delivers shall deliver to the Holders shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing (with no amount of Interest owing being payable in Additional Securities) in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee all Outstanding Securities for cancellation or all Outstanding Securities (b) become due and payable on the Stated Maturity for the payment of any seriesprincipal of the Securities, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the case may be, theretofore authenticated Company shall deposit with the Trustee cash and delivered and all couponsshares of Common Stock, if any, appertaining thereto as applicable, sufficient to pay all amounts owing in respect of all Securities (other than (iany Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) coupons appertaining not theretofore canceled or delivered to Bearer Securities surrendered the Trustee for exchange cancellation, including the principal amount and Interest accrued and unpaid to such Stated Maturity for Registered Securities and maturing after such exchangethe payment of principal of the Securities, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Fourth Supplemental Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee, solely from the amounts deposited with the Trustee, payments of the amounts then due, including Interest with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The amounts, if any, so deposited with the Trustee; (iii) if cash and/or shares of Common Stock have been deposited with the Trustee shall join in pursuant to this Section 6.01, the execution obligations of a document prepared by the Company acknowledging satisfaction Trustee under this Section 6.01; and discharge (iv) the rights and immunities of this the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities, including, without limitation, the rights under Section 6.7 of the Original Indenture), and the Trustee, on demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 6.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Fourth Supplemental Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Fourth Supplemental Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when If (ai) the Company delivers shall deliver to the Trustee for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced an authenticated and delivered) and not theretofore cancelled, or paid (ii) all Securities not theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year in accordance with Article 3, and the Company shall irrevocably deposit with the Trustee, as provided trust funds solely for the benefit of the Holders for that purpose, an amount sufficient to pay at maturity or upon redemption all of the Securities (other than any Securities that have been destroyed, lost or stolen and in Section 2.9lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee for cancellation, (iii) couponsincluding principal, premium, if any, appertaining and interest due or to Securities become due to such date of maturity or Securities of such seriesredemption date, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, shall cease to be of further force or effect (except as to all Outstanding Securities rights of registration of transfer or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand exchange of the Company Securities provided in this Indenture) and, at the written request of the Company, accompanied by an Officers' Certificate and Opinion of Counsel Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and at the cost discharge of this Indenture have been complied with, and expense upon payment of the reasonable costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee must satisfy and discharge this Indenture; provided, that the Company's obligations with respect to the payment of principal, premium if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Securities of all sums due and to become due thereon.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)2.04, when (a) the Company delivers or the Guarantor[s] deliver[s] to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.92.10, (iiiii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Dateredemption date, whose surrender has been waived as provided in Section 3.4, 12.03 and (iviii) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor[s] and thereafter repaid to the Company or the Guarantor[s] or discharged from such trust, as provided in Section 2.42.05) for cancellation or (b) all Outstanding Securities have become due and payable or 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 for the giving of notice of redemption, and the Company deposits or the Guarantor[s] deposit[s] with the Trustee (i) cash sufficient to pay at Stated Maturity stated maturity the Principal Amount of all Principal principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.10) or (ii) such amount of Governmental Obligations (or a combination of amounts deposited (i) and (ii)), and if in either case the Company pays or the Guarantor[s] pay[s] all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.76.06, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document proper instruments prepared by the Company or the Guarantor[s] acknowledging satisfaction and discharge of this Indenture on demand of the Company or the Guarantor[s] accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a203(a), when (a) the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9209, (iiiii) coupons, if any, appertaining to Securities or Securities of such seriesSecurxxxxx xx xxxx xxxies, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4304, and (iviii) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4204) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9209), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7707, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining apper- taining thereto (other than (i) coupons appertaining to Bearer Securities surrendered sur- rendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining apper- taining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all couponsamounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount, premium, if any, appertaining thereto and interest (other than (iincluding any Additional Interest) coupons appertaining accrued and unpaid to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchangeStated Maturity, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest) or premium, if any, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 9.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been destroyed, when lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities or all Outstanding Securities Holders cash and shares of any seriesCommon Stock, as the case may beapplicable, theretofore authenticated and delivered and sufficient to pay all coupons, if any, appertaining thereto amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (ib) coupons appertaining become due and payable on the Stated Maturity or Fundamental Change Purchase Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to Bearer pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities cancellation, including the principal amount and maturing after interest accrued and unpaid to such exchange, whose surrender is not required Stated Maturity or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesFundamental Change Purchase Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) The Company may terminate its obligations under the Company delivers Securities and this Indenture, except those obligations referred to the Trustee in Section 8.1(b), if all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore previously authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and Securities which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 2.48.5) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (i) either (A) pursuant to Article III, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or (bB) all Outstanding Securities have otherwise become due and payable and hereunder; (ii) the Company deposits shall have irrevocably deposited or caused to be deposited with the Trustee cash or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such money, to pay at Stated Maturity the Principal Amount of all Principal of principal of, premium on, if any, and interest on Outstanding the outstanding Securities to maturity or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any seriesredemption, as the case may be. The ; provided that the Trustee shall join have been irrevocably instructed to apply such money to the payment of said principal, premium, if any, and interest with respect to the Securities and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of the Subordination Agreement; (iii) no Default or Event of Default with respect to this Indenture or the Securities 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 the execution of a document prepared by breach or violation of, or constitute a default under, any other instrument to which the Company acknowledging satisfaction and discharge of this Indenture on demand of is a party or by which it is bound; (iv) the Company accompanied shall have paid all other sums payable by it hereunder; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for the termination of the Company's obligations under the Securities and this Indenture have been satisfied. Such Opinion of Counsel shall also state that such satisfaction and at discharge does not result in a default under the cost Bank Credit Agreement (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. (b) Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.2, 2.5, 2.6, 2.7, 2.8, 4.1, 4.13, 4.14, 4.15, 4.17, 7.7, 8.4, 8.5 and expense 8.6 shall survive until the Securities are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Company's obligations in Sections 7.7, 8.4, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for those surviving obligations specified above.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than any Securities which have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (i) coupons appertaining been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall deliver to Bearer the Holders shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities and maturing after such exchange, whose surrender is not required cancellation or has been waived as provided in Section 2.8, (ii) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities of shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, either case (iiia) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient shall also pay or cause to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays be paid all other sums payable hereunder by the Company, then this First Supplemental Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (x) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (y) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (z) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this First Supplemental Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 9.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this First Supplemental Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this First Supplemental Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when this Indenture shall upon Company Request cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, and any right to receive additional amounts, as provided in Section 4.6), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) the Company delivers to the Trustee either (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has 41 theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.48.2) have been delivered to the Trustee for cancellation cancellation; or (2) all such Securities and, in the case of (i) or (bii) all Outstanding Securities below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company deposits expense, of the Company. The Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee cash as trust funds in trust for the purpose, an amount sufficient to pay at and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and any interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series case may be; (other than Securities replaced pursuant to Section 2.9), and if in either case b) the Company pays has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, then each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may behave been complied with. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, the obligations of the Company to the Trustee with respect to the Securities of that series under Section 7.7, the obligations of the Company to any Authenticating Agent appointed by the Trustee pursuant to Section 2.4 and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section, Section 8.2 shall survive. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity Date, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as provided applicable, and the Company shall deposit with the Trustee cash or shares of Common Stock, as applicable, sufficient to pay all amounts owing in Section 2.9respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest (iii) couponsincluding Contingent Interest, if any) and Additional Amounts accrued and unpaid to such Stated Maturity Date, appertaining to Securities Purchase Date, Fundamental Change Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Interest, if any) and Additional Amounts with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of this Registrar under the Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities or the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)2.04, when (a) the Company delivers or the Guarantor[s] deliver[s] to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.92.10, (iiiii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Dateredemption date, whose surrender has been waived as provided in Section 3.4, 12.03 and (iviii) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantor[s] and thereafter repaid to the Company or the Guarantor[s] or discharged from such trust, as provided in Section 2.42.05) for cancellation or (b) all Outstanding Securities have become due and payable or 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 for the giving of notice of redemption, and the Company deposits or the Guarantor[s] deposit[s] with the Trustee cash sufficient to pay at Stated Maturity stated maturity the Principal Amount of all Principal principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.10), and if in either case the Company pays or the Guarantor[s] pay[s] all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.76.06, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document proper instruments prepared by the Company or the Guarantor[s] acknowledging satisfaction and discharge of this Indenture on demand of the Company or the Guarantor[s] accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except This Indenture shall upon Company Request cease to be of further effect as otherwise contemplated by Section 2.3(ato all Outstanding Securities or all Outstanding Securities of any series, as the case may be (except as to any surviving rights of registration of transfer of Securities herein expressly provided for), when and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) the Company delivers to the Trustee either (i) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) 7.02), have been delivered to the Company or the Trustee for cancellation cancellation; or (bii) all Outstanding such Securities not theretofore delivered to the Company or the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one (1) year; and the Company deposits Company, in the case of the foregoing clauses (1) and (2), has deposited or caused to be deposited with the Trustee cash as trust funds in trust for the purpose, an amount sufficient to pay at Stated Maturity and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee or the Company for cancellation, for Principal Amount of all Principal of and any interest on Outstanding Securities or all Outstanding Securities to the date of such series deposit (other than in the case of Securities replaced pursuant which have become due and payable) or to Section 2.9)the Stated Maturity, and if in either as the case may be; (b) the Company pays has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, then each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may behave been complied with. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' ’ Certificate and Opinion of Counsel and at the cost and expense of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, the obligations of the Company to the Trustee with respect to the Securities of that series under Section 6.07, the obligations of the Company to any authenticating agent and, if money shall have been deposited with the Trustee pursuant to Section 7.02(b), this Section 7.02, shall survive. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Conversion Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore authenticated and delivered and sufficient to pay all coupons, if any, appertaining thereto amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (ib) coupons appertaining become due and payable on the Stated Maturity or Fundamental Change Purchase Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to Bearer pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities cancellation, including the principal amount and maturing after interest (including any Additional Interest) accrued and unpaid to such exchange, whose surrender is not required Stated Maturity or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesFundamental Change Purchase Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest), if any, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 9.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)Article 4 of the Original Indenture shall not apply to the Securities. When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Conversion Reference Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and all couponspayable on the Stated Maturity for the payment of principal of the Securities, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, if any, appertaining thereto as applicable, sufficient to pay all amounts owing in respect of all Securities (other than (iany Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) coupons appertaining not theretofore canceled or delivered to Bearer Securities surrendered the Registrar for exchange cancellation, including the principal amount and interest accrued and unpaid to such Stated Maturity for Registered Securities and maturing after such exchangethe payment of principal of the Securities, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this First Supplemental Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this First Supplemental Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 6.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this First Supplemental Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this First Supplemental Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for exchange (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore authenticated and delivered and sufficient to pay all coupons, if any, appertaining thereto amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (ib) coupons appertaining become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to Bearer pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities cancellation, including the principal amount and maturing after interest (including any Additional Interest) accrued and unpaid to such exchangeStated Maturity, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and exchange of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest), with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Exchange Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 9.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Exchange Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Exchange Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Exchange Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Exchange Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When: (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or paid as provided in Section 2.9, delivered to the Registrar for cancellation shall have (iiia) coupons, if any, appertaining been surrendered for conversion (after all related Observation Periods have elapsed) and the Company shall have delivered to Securities or Securities the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may be, called Registrar for redemption cancellation or (b) become due and maturing after payable on the relevant Redemption Stated Maturity or Fundamental Change Purchase Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest (including any Additional Interest) accrued and unpaid to such seriesStated Maturity or Fundamental Change Purchase Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore 50 authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.9, (iii2) coupons, if any, appertaining all the Securities not theretofore canceled or delivered to Securities or Securities the Registrar for cancellation shall have (a) been deposited for conversion (after all related Conversion Periods have elapsed) and the Company shall deliver to the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may beRegistrar for cancellation or (b) become due and payable on the Stated Maturity, called for redemption and maturing after the relevant Purchase Date, Fundamental Change Purchase Date or Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash or shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and any interest (including any Contingent Interest and Liquidated Damages) accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including any interest (including any Contingent Interest and Liquidated Damages) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when Defeasance. (a) the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than When (i) coupons appertaining to Bearer either (A) all outstanding Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which that have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series authenticated (other than Securities replaced pursuant to Section 2.9)2.07 and Securities for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered by the Company to the Trustee for cancellation or (B) all outstanding Securities that have not been delivered by the Company to the Trustee for cancellation have become due and payable, whether at Maturity or 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 as trust for the giving of notice of redemption pursuant to Article III and the Company irrevocably deposits or causes to be deposited with the Trustee funds in trust solely for the benefit of the Holders, cash in U.S. Dollars, Government Securities, or a combination of 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 on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, and if 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 either case a breach or violation of, or constitute a default under, any other instrument to which the Company pays or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture and the CompanySecurities; and (iv) 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 or at the redemption date, as the case may be, then upon demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture shall, subject to Section 7.7, have been complied with) this Indenture shall cease to be of further effect as with respect to all Outstanding the Securities or all Outstanding Securities of any series, as and the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and Indenture, at the cost and expense of the Company. (b) Subject to Sections 8.01(c) and 8.02, the Company may, at its option, and at any time elect to terminate (i) all of its and any Guarantors’ obligations under the Securities, the applicable Intercreditor Agreement, the Security Documents, any Subsidiary Guarantees and this Indenture (“legal defeasance option”) or (ii) its and any Guarantors’ obligations under Section 5.01(c) and Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, and 4.13 and the operation of Section 6.01(c) (with respect to an Event of Default due to a failure to meet obligations under Section 5.01(c)) and Sections 6.01(d), (e), and (f) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(d) (with respect to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 5.01(c)), (e) or (f). Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding subsections (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.04, 4.14, 7.07, 7.08, 8.03, 8.04, 8.05 and 8.06 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders cash or a combination of cash and shares of Common Stock, as provided applicable, sufficient to pay all amounts owing in Section 2.9respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (iiib) couponsbecome due and payable on the Stated Maturity date, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest (including Contingent Interest, if any) accrued and unpaid to such Stated Maturity date, appertaining to Securities Purchase Date, Fundamental Change Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Interest, if any) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of this Registrar under the Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)This Indenture shall cease to be of further effect, when and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company delivers to the Trustee either (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (iiA) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, 2.08 and (ivB) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company or discharged from Issuer have been delivered to the Trustee for cancellation; or (2) all such trust, as provided in Section 2.4) Securities not theretofore delivered to the Trustee for cancellation or (b) all Outstanding Securities have become due and payable payable, whether at Stated Maturity or upon any Redemption Date, Change in Control Purchase Date, Purchase Date or Conversion Date, and the Company deposits Issuer has deposited or caused to be deposited with the Trustee cash Trustee, the Paying Agent or the Conversion Agent, as applicable, as trust funds in trust for the purpose an amount of money or securities sufficient to pay at Stated Maturity and discharge the Principal Amount of all Principal of and interest on Outstanding entire Indebtedness evidenced by such Securities not theretofore delivered to the Trustee for cancellation; and (b) the Issuer has paid or all Outstanding Securities of such series (other than Securities replaced pursuant caused to Section 2.9), and if in either case the Company pays be paid all other sums payable hereunder by the CompanyIssuer. Notwithstanding clauses (a) and (b) above, then the Issuer's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and, if money or securities shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Indenture shallSection 8.01, subject to shall survive until the Securities have been paid in full. Thereafter, the Issuer's obligations in Section 7.77.07 shall survive. Notwithstanding clauses (a) and (b) above, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee Issuer's and each Holder's obligations under Section 2.16 shall join in survive the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the CompanyIndenture.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (ai) the Company delivers to the Trustee all Outstanding outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining Securities replaced pursuant to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.42.07) for cancellation or (bii) all Outstanding outstanding Securities have become due and payable and the Company or the Guarantor irrevocably deposits with the Trustee Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion Agent cash or, if expressly permitted by the terms of the Securities or the Indenture, Common Stock sufficient to pay at Stated Maturity the Principal Amount of all Principal of amounts due and interest owing on Outstanding all outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.07), and if in either case the Company or the Guarantor pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.77.07, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may beeffect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Officer’s Certificate and Opinion of Counsel and at the cost and expense of the Company. Repayment to the Company or the Guarantor. The Trustee and the Paying Agent shall return to the Company or, to the extent the Trustee collects any amount pursuant to the Guarantee from the Guarantor, to the Guarantor, upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company or the Guarantor, as the case may be, Holders entitled to the money or securities must look to the Company or the Guarantor for payment as general creditors unless an applicable abandoned property law designates another person and the Trustee and the Paying Agent shall have no further liability to the Securityholders with respect to such money or securities for that period commencing after the return thereof.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)This Indenture shall cease to be of further effect, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 57 (a) the Company delivers to the Trustee either (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (iiA) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, 2.08 and (ivB) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or otherwise discharged from such trust, trust as provided in Section 2.410.02) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation or (b) all Outstanding Securities have become due and payable payable, whether at Stated Maturity or upon any Redemption Date, Change in Control Purchase Date, Purchase Date or Conversion Date, and the Company deposits Issuer has deposited or caused to be deposited with the Trustee cash Trustee, the Paying Agent or the Conversion Agent, as applicable, as trust funds in trust for the purpose an amount of money or securities sufficient to pay at Stated Maturity and discharge the Principal Amount of all Principal of and interest on Outstanding entire Indebtedness evidenced by such Securities not theretofore delivered to the Trustee for cancellation; and (b) the Issuer has paid or all Outstanding Securities of such series (other than Securities replaced pursuant caused to Section 2.9), and if in either case the Company pays be paid all other sums payable hereunder by the CompanyIssuer. Notwithstanding clauses (a) and (b) above, then the Issuer's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08, 10.2 and, if money or securities shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Indenture shallSection 8.01, subject to shall survive until the Securities have been paid in full. Thereafter, the Issuer's obligations in Section 7.77.07 shall survive. Notwithstanding clauses (a) and (b) above, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee Issuer's and each Holder's obligations under Section 2.16 shall join in survive the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the CompanyIndenture.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When: (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or paid as provided in Section 2.9, delivered to the Registrar for cancellation shall have (iiia) coupons, if any, appertaining been surrendered for conversion (after all related Observation Periods have elapsed) and the Company shall deliver to Securities or Securities the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may beRegistrar for cancellation or (b) become due and payable on the Stated Maturity, called for redemption and maturing after the relevant Purchase Date, Fundamental Change Purchase Date or Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest (including any Additional Interest) accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in Section 2.9respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (iiib) couponsbecome due and payable on the Stated Maturity, if anyPurchase Date, appertaining to Securities Fundamental Change Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash or shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest (including any Additional Interest) accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this the Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of this Registrar under the Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities or the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (ai) the Company delivers to the Trustee all Outstanding outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Securities will become due and payable at their Maturity Date within 91 days, or the Securities are to be called for redemption within 91 days 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 each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at its Maturity Date or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 or delivered to the Trustee for cancellation), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to and all Outstanding Securities the Subsidiary Guarantees shall be discharged and released and all rights of the Trustee or all Outstanding Securities the Securityholders under any of any series, as the case may beSecurity Documents shall terminate. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture and the discharge and release of the Subsidiary Guarantees and the termination of such rights under the Security Documents on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent provided for herein relating to satisfaction and at the cost and expense discharge of the Companythis Indenture have been complied with.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.9, (iii2) coupons, if any, appertaining all the Securities not theretofore canceled or delivered to Securities or Securities the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall deliver to the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may beRegistrar for cancellation or (b) become due and payable on the Stated Maturity, called for redemption and maturing after the relevant Purchase Date, Fundamental Change Purchase Date or Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest (including any Additional Interest) accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Designated Event Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to pay all couponsamounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount, premium, if any, appertaining thereto and interest (other than (iincluding Additional Interest, if any) coupons appertaining accrued and unpaid to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchangeStated Maturity, whose surrender is not required Purchase Date, Designated Event Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including Additional Interest, if any) or premium, if any, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and or an Opinion of Counsel as required by Section 9.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) When (i) the Company delivers to the Trustee all Outstanding Securities or all Outstanding outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto series for cancellation (other than (i) coupons Securities or Coupons replaced pursuant to Article 2, Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, series called for redemption and maturing after the relevant Redemption Dateredemption date, whose surrender of which has been waived as provided in Section 3.4waived, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation 8.05), or (bii) all Outstanding outstanding Securities and the Coupons, if any, of such series have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the Trustee cash in the Currency in which such Securities are denominated, U.S. Government Obligations or a combination thereof sufficient to pay at Stated Maturity the Principal Amount of maturity or upon redemption all Principal of and interest on Outstanding Securities or all Outstanding outstanding Securities of such series series, including premium and interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.9Article 2), and premium, if any, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7Sections 8.02(b), cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may beeffect. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Notwithstanding subsection (a) above, the Company's obligations in Sections 2.06, 2.07, 2.09, 2.12, 4.03, 7.07, 7.08, 8.06, 8.07 and 8.08 shall survive until the Securities of such series have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.06 and 8.07 shall survive.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered surren dered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company.Outstand-

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (2) all the Securities not theretofore cancelled or delivered to the Registrar for cancellation shall have either (a) been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all Securities (other than any Securities which have been replaced destroyed, lost or paid as provided stolen and in Section 2.9lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore cancelled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, (iii) coupons, if any, appertaining to Securities Change of Control Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore cancelled or Securities delivered to the Registrar for cancellation, including the principal amount, premium and interest accrued and unpaid to such Stated Maturity, Change of such seriesControl Purchase Date or Redemption Date, as the case may be, and couponsany Unpaid Additional Interest Payments, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder and under the Collateral Documents, the Intercreditor Agreement and the other relevant credit documents by the Company, then this Indenture shall, subject to Section 7.7, shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities, (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture or the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)2.04, when (a) the Company delivers or the Guarantors deliver to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.92.10, (iiiii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Dateredemption date, whose surrender has been waived as provided in Section 3.4, 12.03 and (iviii) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or the Guarantors and thereafter repaid to the Company or the Guarantors or discharged from such trust, as provided in Section 2.42.05) for cancellation or (b) all Outstanding Securities have become due and payable or 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 for the giving of notice of redemption, and the Company deposits or the Guarantors deposit with the Trustee (i) cash sufficient to pay at Stated Maturity stated maturity the Principal Amount of all Principal principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.92.10) or (ii) such amount of Governmental Obligations (or a combination of amounts deposited (i) and (ii)), and if in either case the Company pays or the Guarantors pay all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.76.06, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document proper instruments prepared by the Company or the Guarantors acknowledging satisfaction and discharge of this Indenture on demand of the Company or the Guarantors accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except This Indenture shall upon Company Request cease to be of further effect as otherwise contemplated by Section 2.3(ato all Outstanding Securities or all Outstanding Securities of any series, as the case may be (except as to any surviving rights of registration of transfer of Securities herein expressly provided for), when and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) the Company delivers to the Trustee either (i) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all couponsdelivered, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.47.2) have been delivered to the Company or the Trustee for cancellation or cancellation; or (bii) all Outstanding such Securities not theretofore delivered to the Company or the Trustee for cancellation, (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year; and the Company deposits Company, in the case of (1) or (2) above, has deposited or caused to be deposited with the Trustee cash as trust funds in trust for the purpose, an amount sufficient to pay at Stated Maturity and discharge the Principal Amount of all Principal of entire indebtedness on such Securities not theretofore delivered to the Trustee or the Company for cancellation, for principal and any interest on Outstanding Securities or all Outstanding Securities to the date of such series deposit (other than in the case of Securities replaced pursuant which have become due and payable) or to Section 2.9)the Stated Maturity, and if in either as the case may be; (b) the Company pays has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company.; and

Discharge of Liability on Securities. Except This Indenture and all the Notes will be discharged and will cease to be of further effect (except as otherwise contemplated by Section 2.3(a)to surviving rights of registration of transfer or exchange of Notes and certain rights of the Trustee and the Issuer’s obligations with respect thereto, when as expressly provided for in this Indenture) when: (a) either (i) all the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, Notes theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and except Notes which have been replaced or paid as provided in pursuant to Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption 2.9 and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from such trust, as provided in Section 2.4) have been delivered to the Trustee for cancellation or (bii) all Outstanding Securities of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or (c) have been called for redemption 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 deposits Issuer or the Parent Guarantor has irrevocably deposited or caused to be deposited with the Trustee cash money or U.S. Government Obligations in an amount sufficient to pay at Stated Maturity and discharge the Principal Amount of all Principal of entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on Outstanding Securities or all Outstanding Securities the Notes to the date of such series deposit (other than Securities replaced pursuant to Section 2.9in the case of Notes that have become due and payable), and if in either redemption or their Stated Maturity, as the case may be; (b) the Company pays Issuer or the Parent Guarantor have paid all other sums then due and payable hereunder by under this Indenture; and (c) the Company, then Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture shall, subject relating to Section 7.7, the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a) and (b)). The Notes of any applicable series will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes of such series and certain rights of the Trustee and the Issuer’s obligations with respect thereto, as expressly provided for in this Indenture) when: (a) either (i) all Outstanding Securities the Notes of such series theretofore authenticated and delivered (other than Notes pursuant to Section 2.9 which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all Outstanding Securities of any seriesthe Notes of such series not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or (c) have been called for redemption 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 Issuer or the Parent Guarantor has irrevocably deposited or caused to be deposited with the Trustee money or U.S. Government Obligations in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of deposit (in the case of Notes that have become due and payable), redemption or their Stated Maturity, as the case may be. The ; and (b) the Issuer has delivered to the Trustee shall join in an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture the applicable series of Notes have been complied with; provided that any such counsel may rely on demand any Officer’s Certificate as to matters of fact (including as to compliance with the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Companyforegoing clause (a)).

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) When (i) the Company delivers to the Trustee all Outstanding Securities or all Outstanding outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto series for cancellation (other than (i) coupons Securities or Coupons replaced pursuant to Article 2, Coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, series called for redemption and maturing after the relevant Redemption Dateredemption date, whose surrender of which has been waived as provided in Section 3.4waived, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation 8.05), or (bii) all Outstanding outstanding Securities and the Coupons, if any, of such series have become due and payable payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the Trustee cash in the Currency in which such Securities are denominated, U.S. Government Obligations or a combination thereof sufficient to pay at Stated Maturity the Principal Amount of maturity or upon redemption all Principal of and interest on Outstanding Securities or all Outstanding outstanding Securities of such series series, including premium and interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.9Article 2), and premium, if any, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7Sections 8.02(b), cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may beeffect. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company. (b) Notwithstanding subsection (a) above, the Company's obligations in Sections 2.06, 2.07, 2.09, 2.12, 4.02, 7.07, 7.08, 8.06, 8.07 and 8.08 shall survive until the Securities of such series have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.06 and 8.07 shall survive.

Discharge of Liability on Securities. Except This Indenture shall cease to be of further effect (except as otherwise contemplated by Section 2.3(ato any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), when and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company delivers to the Trustee either (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (iiA) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, 2.08 and (ivB) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or otherwise discharged from such trust, trust as provided in Section 2.410.02) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits Issuers have deposited or caused to be deposited with the Trustee cash as trust funds in trust for that purpose an amount sufficient to pay at Stated Maturity and discharge the entire indebtedness evidenced by such Securities not theretofore delivered <PAGE> 54 to the Trustee for cancellation: Principal Amount of all at Maturity or Restated Principal of amount and interest on Outstanding Securities or all Outstanding Securities to the date of such series deposit (other than in the case of Securities replaced pursuant which have become due and payable) or Issue Price and accrued Original Issue Discount to Section 2.9)Maturity, and if in either as the case may be; (b) the Company pays Issuers have paid or caused to be paid all other sums payable hereunder by the CompanyIssuers; and (c) the Issuers have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, then this Indenture shall, subject each stating that all conditions precedent herein provided for relating to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand have been complied with. Notwithstanding clauses (a) and (b) above, the Issuers' obligations in Sections 2.04, 2.05, 2.06, 2.08, 2.09, 7.07, 7.08, 10.03 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 8.01, shall survive until the Company accompanied by an OfficersSecurities have been paid in full. Thereafter, the Issuers' Certificate obligations in Sections 7.07 and Opinion of Counsel 8.03 shall survive such satisfaction and at the cost and expense of the Companydischarge.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)This Indenture shall cease to be of further effect, when and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company delivers to the Trustee either (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (iiA) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, 2.08 and (ivB) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or otherwise discharged from such trust, trust as provided in Section 2.410.02) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation or (b) all Outstanding Securities have become due and payable payable, whether at Stated Maturity or upon any Redemption Date, Change in Control Purchase Date, Purchase Date or Conversion Date, and the Company deposits Issuer has deposited or caused to be deposited with the Trustee cash Trustee, the Paying Agent or the Conversion Agent, as applicable, as trust funds in trust for the purpose an amount of money or securities sufficient to pay at Stated Maturity and discharge the Principal Amount of all Principal of and interest on Outstanding entire Indebtedness evidenced by such Securities not theretofore delivered to the Trustee for cancellation; and (b) the Issuer has paid or all Outstanding Securities of such series (other than Securities replaced pursuant caused to Section 2.9), and if in either case the Company pays be paid all other sums payable hereunder by the CompanyIssuer. Notwithstanding clauses (a) and (b) above, then the Issuer's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08, 10.2 and, if money or securities shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Indenture shallSection 8.01, subject to shall survive until the Securities have been paid in full. Thereafter, the Issuer's obligations in Section 7.77.07 shall survive. Notwithstanding clauses (a) and (b) above, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee Issuer's and each Holder's obligations under Section 2.16 shall join in survive the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the CompanyIndenture.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company 89 81 pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when this Indenture shall upon Company Request cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may be (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for, and any right to receive additional amounts, as provided in Section 4.6), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) the Company delivers to the Trustee either (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.48.2) have been delivered to the Trustee for cancellation cancellation; or (2) all such Securities and, in the case of (i) or (bii) all Outstanding Securities below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) 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 Company deposits expense, of the Company. The Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee cash as trust funds in trust for the purpose, an amount sufficient to pay at and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and any interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series case may be; (other than Securities replaced pursuant to Section 2.9), and if in either case b) the Company pays has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, then each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may behave been complied with. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, the obligations of the Company to the Trustee with respect to the 41 Securities of that series under Section 7.7, the obligations of the Company to any Authenticating Agent appointed by the Trustee pursuant to Section 2.4 and, if money shall have been deposited with the Trustee pursuant to clause (b) of this Section, Section 8.2 shall survive. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or paid as provided in Section 2.9, (iii2) coupons, if any, appertaining all the Securities not theretofore canceled or delivered to Securities or Securities the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company shall deliver to the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may be, called Registrar for redemption cancellation or (b) become due and maturing after payable on the relevant Redemption Stated Maturity or Fundamental Change Purchase Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash, and shares of Common Stock (ivin respect of conversions), as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest (including any Additional Interest and Reporting Interest) accrued and unpaid to such seriesStated Maturity or Fundamental Change Purchase Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest and Reporting Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been destroyed, when mutilated, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (2) all the Securities not theretofore cancelled or delivered to the Registrar for cancellation shall have either (a) been deposited for conversion and the Company delivers shall deliver to the Trustee Holders shares of Common Stock sufficient to pay all Outstanding amounts owing in respect of all Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than any Securities which have been destroyed, mutilated, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore cancelled or delivered to the Registrar for cancellation or (ib) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities become due and maturing after such exchangepayable on the Stated Maturity, whose surrender is not required Change of Control Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may beapplicable, and coupons, if any, the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (other than any Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) not theretofore cancelled or paid as provided in Section 2.9delivered to the Registrar for cancellation, (iii) couponsincluding the principal amount, if anypremium and interest accrued and unpaid to such Stated Maturity, appertaining to Securities Change of Control Purchase Date or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and couponsany Unpaid Additional Interest Payments, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder and under the Collateral Documents and the Intercreditor Agreement by the Company, then this Indenture shall, subject to Section 7.7, shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities, (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest, with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture or the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when (a) The Company may terminate its obligations under the Company delivers Securities and this Indenture, except those obligations referred to the Trustee in Section 8.1(b), if all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore previously authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and Securities which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustCompany, as provided in Section 2.48.5) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (i) either (A) pursuant to Article III, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or (bB) all Outstanding Securities have otherwise become due and payable hereunder or (C) all Securities will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (ii) the Company deposits shall have irrevocably deposited or caused to be deposited with the Trustee cash or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such money, to pay at Stated Maturity the Principal Amount of all Principal of principal of, premium on, if any, and interest on Outstanding the outstanding Securities to maturity or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any seriesredemption, as the case may be. The ; provided that the Trustee shall join have been irrevocably instructed to apply such money to the payment of said principal, premium, if any, and interest with respect to the Securities and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article X; (iii) no Default or Event of Default with respect to this Indenture or the Securities 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 the execution of a document prepared by breach or violation of, or constitute a default under, any other material instrument to which the Company acknowledging satisfaction and discharge of this Indenture on demand of is a party or by which it is bound; (iv) the Company accompanied shall have paid all other sums payable by it hereunder; and (v) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for the termination of the Company's obligations under the Securities and this Indenture have been satisfied. Such Opinion of Counsel shall also state that such satisfaction and at discharge does not result in a default under the cost Credit Facility (if then in effect) or any other material agreement or instrument then known to such counsel that binds or affects the Company. (b) Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.2, 2.5, 2.6, 2.7, 2.8, 4.1, 4.13, 4.14, 4.15, 4.17, 7.7, 8.4, 8.5 and expense 8.6 shall survive until the Securities are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Company's obligations in Sections 7.7, 8.4, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for those surviving obligations specified above.

Discharge of Liability on Securities. Except This Indenture shall upon the direction of the Company cease to be of further effect as otherwise contemplated by Section 2.3(ato all Outstanding Securities or all Outstanding Securities of any series, as the case may be (except as to any surviving rights of registration of transfer of Securities herein expressly provided for), when and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:‌ (a) the Company delivers to the Trustee either (A) all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto issued (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.47.2) have been delivered to the Company or the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Company or the Trustee for cancellation or (bi) all Outstanding Securities have become due and payable, or (ii) will become due and payable at their Stated Maturity Date within one year; and the Company deposits Company, in the case of clause (i) or (ii) above, has deposited or caused to be deposited with the Trustee cash as trust funds in trust for the purpose, an amount sufficient to pay at Stated Maturity and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee or the Company for cancellation, for Principal Amount of all Principal of and any interest on Outstanding Securities or all Outstanding Securities to the date of such series deposit (other than in the case of Securities replaced pursuant which have become due and payable) or to Section 2.9)the State Maturity Date, and if in either as the case may be; (b) the Company pays has paid or caused to be paid all other sums payable hereunder by the Company, then ; and (c) the Company has delivered to the Trustee an Officers’ Certificate stating that all of the conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture shall, subject to Section 7.7, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any series, as the case may behave been complied with. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' ’ Certificate and Opinion of Counsel and at the cost and expense of the Company. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, the obligations of the Company to the Trustee with respect to the Securities of that series under Section 6.5 shall survive. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been delivered for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities Holders shares of Common Stock or all Outstanding Securities a combination of any seriescash and shares of Common Stock, as the case may beapplicable, theretofore authenticated and delivered and sufficient to pay all coupons, if any, appertaining thereto amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (ib) coupons appertaining become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash and shares of Common Stock, as applicable, sufficient to Bearer pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities cancellation, including the principal amount and maturing after interest (including any Additional Interest) accrued and unpaid to such exchangeStated Maturity, whose surrender is not required Purchase Date, Fundamental Change Purchase Date or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesRedemption Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest (including any Additional Interest), with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 9.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When (ai) the Company delivers to the Trustee or any Paying Agent all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto XXXXx (other than (i) coupons appertaining XXXXx replaced pursuant to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities 3.6 of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4Indenture) for cancellation or (bii) all Outstanding Securities XXXXx have become due and payable and the Company deposits with the Trustee or any Paying Agent cash or, if expressly permitted by the terms of the XXXXx, Common Stock sufficient to pay at Stated Maturity the Principal Amount of all Principal of amounts due and interest owing on Outstanding Securities or all Outstanding Securities of such series XXXXx (other than Securities XXXXx replaced pursuant to Section 2.93.6), and if in either case the Company pays all other sums payable hereunder by the Company, then this Second Supplemental Indenture shall, subject to Section 7.76.7 of the Indenture, cease to be of further effect as to all Outstanding Securities or all Outstanding Securities effect, except for the indemnification of any seriesthe Trustee, as the case may bewhich shall survive. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Second Supplemental Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the reasonable cost and expense of the Company. Repayment to the Company. The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the XXXXx that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and the Trustee and the Paying Agent shall have no further liability to the Holders of XXXXx with respect to such money or securities for that period commencing after the return thereof. Events of Default. The Indenture is hereby amended, subject to Section 301 hereof and with respect to the XXXXx only, by replacing Section 5.1 with the following paragraph: "Event of Default", wherever used herein, means with respect to the XXXXx any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): default in the payment of any Liquidated Damages pursuant to the Registration Rights Agreement, and continuance of such default for a period of 30 days; or default in the payment of the principal amount at Maturity, the Redemption Price, the Repurchase Price, or the Change in Control Purchase Price, as the case may be, in respect of the XXXXx when the same become due and payable; or a default under any bonds, debentures, notes or other evidences of indebtedness for money borrowed by the Company or a Subsidiary or under any mortgages, indentures or instruments under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or a Subsidiary, whether such indebtedness now exists or shall hereafter be created, which indebtedness, individually or in the aggregate, is in excess of $50,000,000 principal amount (excluding any such indebtedness of any Subsidiary other than a Significant Subsidiary, all the indebtedness of which Subsidiary is nonrecourse to the Company or any other Subsidiary), which default shall constitute a failure to pay any portion of the principal of or interest on such indebtedness when due and payable after the expiration of any applicable grace or cure period with respect thereto or shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in Principal Amount at Maturity of the Outstanding XXXXx a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; or default by the Company in the performance, or breach, of any covenant or warranty of the Company in the Indenture or this Second Supplemental Indenture for the benefit of the XXXXx (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in Principal Amount at Maturity of the Outstanding XXXXx a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or a Significant Subsidiary in an involuntary case or proceeding under any applicable Federal, State or foreign bankruptcy, insolvency, reorganization or other similar law (each, a "Bankruptcy Law") or (B) a decree or order adjudging the Company or a Significant Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or a Significant Subsidiary under any applicable Federal, State or foreign law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a Significant Subsidiary or of any substantial part of their respective properties, or ordering the winding up or liquidation of the affairs of the Company or a Significant Subsidiary, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or the commencement by the Company or a Significant Subsidiary of a voluntary case or proceeding under any applicable Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either the Company or a Significant Subsidiary to the entry of a decree or order for relief in respect of the Company or a Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against either the Company or a Significant Subsidiary, or the filing by either the Company or a Significant Subsidiary of a petition or answer or consent seeking reorganization or relief under any applicable Federal, State or foreign law, or the consent by either the Company or a Significant Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a Significant Subsidiary or of any substantial part of their respective properties, or the making by either the Company or a Significant Subsidiary of an assignment for the benefit of creditors, or the admission by either the Company or a Significant Subsidiary in writing of an inability to pay the debts of either the Company or a Significant Subsidiary generally as they become due, or the taking of corporate action by the Company or a Significant Subsidiary in furtherance of any such action. Upon the occurrence of a default in payment of the Accreted Principal Amount, (whether upon acceleration pursuant to Section 5.2 of the Indenture, upon the date set for payment of the Redemption Price, the Change in Control Purchase Price, the Repurchase Price or upon the Stated Maturity of the LYON), from and after such date the XXXXx shall bear interest at the rate of 3.75% per annum on the unpaid amount due and payable on such date, compounded on a semi-annual basis (based on a 360-day year of 12 30-day months) to the extent that payment of any interest is legally enforceable, payable upon demand of the Holder or beneficial Holder of any such LYON, in accordance with the terms of the XXXXx, to the date that payment of such amount has been made or provided for upon the terms set forth herein. Acceleration of Maturity; Rescission and Annulment. The Indenture is hereby amended, subject to Section 301 hereof and with respect to the XXXXx only, by replacing Section 5.2 with the following paragraphs: If an Event of Default under clauses (1), (2), (3) or (4) of the definition of Event of Default in Section 307 above, with respect to XXXXx at the time Outstanding, occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in Principal Amount at Maturity of the Outstanding XXXXx may declare the Accreted Principal Amount of all of the XXXXx to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration, such Accreted Principal Amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to XXXXx has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in Principal Amount at Maturity of the Outstanding XXXXx, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: the Company has paid or deposited with the Trustee a sum sufficient to pay: the Accreted Principal Amount to the date of such payment or deposit; to the extent that payment of such interest is enforceable under applicable law, interest on the Accreted Principal Amount to the date of such payment or deposit, at the rate borne by the XXXXx during the period of such default in accordance with the last paragraph of Section 307 of this Second Supplemental Indenture; and all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and all Events of Default with respect to the XXXXx, other than the non-payment of the Accreted Principal Amount of the XXXXx which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13 of the Indenture. No such waiver or rescission and annulment shall affect any subsequent default or impair any right consequent thereon. If an Event of Default described in clauses (5) and (6) of the definition of Event of Default in Section 307 above, with respect to XXXXx at the time Outstanding, occurs and is continuing, then the Accreted Principal Amount of the Outstanding XXXXx shall become due and payable immediately, without any declaration or other act by the Trustee or any Holder. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Second Supplemental Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.7 of the Indenture) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or in the case of redemption, to receive the Redemption Price on the Redemption Date, in the case of a repurchase, to receive the Repurchase Price on the Repurchase Date, or in the case of a Change in Control, to receive the Change in Control Purchase Price on the Change in Control Purchase Date) and to institute suit for the enforcement of any such payment on or after such respective dates, and such rights shall not be impaired without the consent of such Holder.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a)When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been mutilated, when destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion (after all related Observation Periods have elapsed) and the Company delivers shall deliver to the Trustee all Outstanding Securities or all Outstanding Securities the Holders cash and shares of any seriesCommon Stock, as the case may beapplicable, theretofore authenticated and delivered and sufficient to pay all coupons, if any, appertaining thereto amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (ib) coupons appertaining become due and payable on the Stated Maturity, or Fundamental Change Purchase Date, as applicable, and the Company shall deposit with the Trustee cash sufficient to Bearer pay all amounts owing in respect of all Securities surrendered (other than any Securities which shall have been mutilated, destroyed, lost or wrongfully taken and in lieu of or in substitution for exchange which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for Registered Securities cancellation, including the principal amount and maturing after interest (including any Additional Interest) accrued and unpaid to such exchange, whose surrender is not required Stated Maturity or has been waived as provided in Section 2.8, (ii) Securities or Securities of such seriesFundamental Change Purchase Date, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (iii) coupons, if any, appertaining to Securities or Securities of such series, as the case may be, called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 3.4, and (iv) Securities or Securities of such series, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including any Additional Interest) with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 7.03 and at the cost and expense of the Company., shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities 36

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.3(a), when When: (a1) the Company delivers shall deliver to the Trustee Registrar for cancellation all Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer any Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.8, (ii) Securities or Securities of such series, as the case may be, and coupons, if any, which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been replaced authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or paid as provided in Section 2.9, delivered to the Registrar for cancellation shall have (iiia) coupons, if any, appertaining been surrendered for conversion and the Company shall deliver to Securities or Securities the Holders cash and shares of such seriesCommon Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the case may beRegistrar for cancellation or (b) become due and payable on the Stated Maturity, called for redemption and maturing after the relevant Purchase Date, Fundamental Change Purchase Date or Redemption Date, whose surrender has been waived as provided in Section 3.4applicable, and the Company shall deposit with the Trustee cash sufficient to pay all amounts owing in respect of all Securities (ivother than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) Securities not theretofore canceled or Securities of delivered to the Registrar for cancellation, including the principal amount and interest accrued and unpaid to such seriesStated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and coupons, if any, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.4) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.9), and if in either case (1) or (2) the Company pays shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall, subject with respect to Section 7.7, the Securities shall cease to be of further effect (except as to all Outstanding (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive from the Trustee payments of the amounts then due, including interest with respect to the Securities or all Outstanding Securities and the other rights, duties and obligations of any seriesHolders, as beneficiaries hereof solely with respect to the case may be. The Trustee shall join in amounts, if any, so deposited with the execution Trustee; and (iii) the rights, obligations and immunities of a document prepared by the Company acknowledging satisfaction Trustee, Authenticating Agent, Paying Agent, Conversion Agent and discharge of Registrar under this Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 8.03 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Securities; however, the Company hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with this Indenture with respect to the Securities.