Common use of Discharge Clause in Contracts

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premiuminterest, if any, interest premium and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has and the Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture Subject to the last paragraph of this Section 903, the Company (and, as applicable, any Guarantor) shall be satisfied discharged from its obligations with respect to, and the Indenture (including this Supplemental Indenture) will be discharged and shall will cease to be of further effect as to, all outstanding Notes, and the Trustee shall, at the request and at the expense of the Company, execute and deliver to all Notes issued hereunder (except for the Company such deeds or other instruments as shall be required to evidence such satisfaction and discharge, when either: (a) all Outstanding Notes (excluding for greater certainty any lost, stolen or destroyed Securities which have been replaced or paid as provided in Section 208 of the Indenture and Notes for whose payment money or Government Obligations has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust), have been delivered to the Trustee for cancellation (including on conversion or exchange of such Notes into other securities or property), or (b) all such Notes not so delivered to the Trustee for cancellation (i) have otherwise become due and payable or have been called for redemption pursuant to this Supplemental Indenture, (ii) will become due and payable 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 expense, of the Company, and, in each case, the Company or RCCI has irrevocably deposited or caused to be deposited with the Trustee funds in trust in cash in Canadian dollars or Government Obligations, or a combination thereof, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or chartered accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of, and premium, if any, on such Notes and interest thereon, (x) in the case of Notes that have become due and payable, to the date of such deposit or, (y) in the case of other Notes, to their Stated Maturity or Redemption Date, as the case may be, and in either case, the Company has paid or caused to be paid all sums payable by it under this Supplemental Indenture with respect to such Notes. Notwithstanding the foregoing, and notwithstanding the satisfaction and discharge of the Indenture with respect to the Notes, (A) the rights of Holders of outstanding the Notes to receive solely from the fund held in trust fund described in clause subsection (b) of this Section 8.08, 903 and as more fully set forth in such clause (b)Section, payments in respect of the principal of (and premium, if any, ) and interest and Additional Interest, if any, on such Notes when such payments are due, (bB) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03Section 205, 2.04Section 206, 2.07Section 208, 2.09 Section 902, Section 903 and 4.02 hereof and Section 908 of the Appendix and Indenture, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder and under the Issuers’ Indenture and the Company’s obligations in connection therewith), when: including the Company’s obligations under Section 507 of the Indenture and (1D) either: (a) all this Article Nine shall survive until the Notes that have been authenticatedpaid in full or, except lostif earlier, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited the date on which the funds held in trust and thereafter repaid for such payment are paid to the IssuersCompany (or discharged from such trust, have been delivered to as applicable) in accordance with the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason last paragraph of Section 903 of the mailing of a notice of redemption or otherwiseIndenture. Thereafter, and only the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds Company’s obligations in trust solely for the benefit Section 507 of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedshall survive.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has have paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This The Corporation may terminate all its obligations under this Indenture shall be satisfied and discharged and with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect as to all Notes issued hereunder (except for (a) effect, effective on the rights of Holders of outstanding Notes to receive solely from date the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments following conditions are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), whensatisfied: (1) either: : (aA) all Notes that have been authenticatedoutstanding Securities of such Series (other than any Securities destroyed, except lost, lost or stolen or destroyed Notes that have been and replaced or paid and Notes for whose payment money has been deposited as provided in trust and thereafter repaid to the Issuers, Section 2.7) have been delivered to the Trustee for cancellation; or cancellation or (bB) all Notes that have not been delivered to the Trustee for cancellation Securities of such Series have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of or are to be called for redemption or otherwisewithin one year, and the Issuers or any Guarantor Corporation has irrevocably deposited or caused to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of the Holders, cash in (I) U.S. dollars, non-callable (II) U.S. Government Securities, Obligations or (III) a combination thereof, which through the payment of cash interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. dollars and non-callable Government SecuritiesObligations, in amounts as regardless of when they are called) will be provide an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to Securities of such Series, including the Trustee for cancellation for principalprincipal thereof and, premium, if any, and accrued interest and Additional Interestinterest, if any, thereon, (x) to the date of fixed such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit Securities of such Series (or will occur as a result of the deposit and redemption date thereof if the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor Corporation has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered made irrevocable instructions arrangements satisfactory to the Trustee to apply for the deposited money toward the payment giving of the Notes at fixed maturity or the redemption datenotice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (53) the Issuers have delivered Trustee has received an Officers’ Certificate and an Opinion of Counsel to the Trustee stating effect that all conditions precedent to the satisfaction and discharge of this Indenture (“Discharge”) in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Security Documents (a “Discharge”) when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries the Guarantors is a party or by which the Company Issuer or any of its Subsidiaries the Guarantors is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge and any redemption, if applicable, have been satisfiedcomplied with.

Discharge. This Indenture If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have any order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.01 the Depositors of the mailing Trust shall be deemed to have been unable to reach agreement with respect to action to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act hereunder without the necessity of any other or further action on their part or on the part of the Trustee; (c) notwithstanding the discharge of a notice Depositor of redemption or otherwisethe Trust in accordance with this Section 8.02, and the Issuers or any Guarantor has irrevocably deposited or caused such Depositor shall continue to be deposited fully liable in accordance with the Trustee as trust funds provisions hereof in trust solely for respect of action taken or refrained from under this Agreement by the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to Depositors before the date of fixed maturity such discharge or redemption; (2) no Default by the undischarged Depositors before or Event of Default has occurred and is continuing on after the date of the deposit or will occur such discharge, as a result of the deposit fully and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, same extent as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights Company shall deliver to the Fiscal Agent for cancellation all Securities theretofore authenticated and delivered (other than any Securities which shall have been destroyed, lost or stolen and in lieu of Holders of outstanding Notes to receive solely from the trust fund described or in clause substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (aii) all Notes that have been authenticated, except lost, stolen Securities not theretofore surrendered or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee Fiscal Agent for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseFiscal Agent, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Fiscal Agent, as trust funds in trust fonds solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay at maturity or upon redemption all of the Securities (other than any Securities which shall have been destroyed, lost or stolen and discharge the entire indebtedness on the Notes in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee Fiscal Agent for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Agreement shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Securities provided in this Agreement) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture Agreement have been complied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Fiscal Agent in relation thereto or in carrying out the provisions of this Agreement, the Fiscal Agent shall satisfy and discharge this Agreement (“Discharge”) have been satisfied); 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. This Indenture shall be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for (a1) the rights of Holders of outstanding Notes to receive solely from the trust fund funds described in clause (bi)(B) of this Section 8.08Section, and as more fully set forth (2) the provisions described in such clause Section 8.02, clauses (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith(d), when: ) when (1i) either: either (aA) all outstanding Notes that have been authenticatedtheretofore authenticated and issued (other than destroyed, except lost, lost or stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, paid) have been delivered to the Trustee for cancellation; or or (bB) all outstanding Notes that have not been theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at their Stated Maturity within one year by reason of the mailing of a notice of or (z) are to be called for redemption or otherwisewithin one year, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds (immediately available to Holders in the case of clause (x)) in trust solely for such purpose cash or U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the benefit availability of the Holders, cash in U.S. dollars, non-callable Government Securitiescash, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as thereof that will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered for principal and any interest to the Trustee for cancellation date of such deposit (in the case of Notes which have become due and payable), or for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity Stated Maturity or the redemption dateRedemption Date, as the case may be; and or (5C) the Issuers have Company has fulfilled such other means of discharge; (ii) the Company has paid all other sums payable by it; and (iii) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel relating to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedsuch matters.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premiuminterest, if any, interest premium and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds, or the granting of Liens securing such Indebtedness or other borrowing of funds, all or a portion of which are to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the General Partner.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing giving of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) in the case of clause (1)(b), no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture and the Subsidiary Guarantees shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for as to (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.088.08(a)(2), and as more fully set forth in such clause (b)Section, payments in respect of the principal of of, and interest and premium, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (by) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix and (cz) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: (ai) all the Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen stolen, mutilated or destroyed Notes that which have been replaced or paid and Notes for whose payment money has or U.S. Government Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the serving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5c) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix Appendix, (c) Sections 8.05, 8.06 and 8.07 and (cd) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable payable, whether at maturity or otherwise, (ii) will become due and payable at their stated maturity within one year by reason or (iii) if redeemable at the option of the mailing Issuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers or any Guarantor has expense, of the Issuer, and, in the case of this clause (b), the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient in the case of non-callable U.S. Government Securities or a combination of cash in U.S. dollars Dollars and non-callable Government Securities, in amounts as will be sufficient the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption, as the case may be; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Notes when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption (and arrangements satisfactory to the Trustee for the giving of notice thereof are made with the Trustee), within one year by reason of or (iii) have been called for redemption and, in each case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at fixed maturity or the redemption date, as the case may be; and (5) the Issuers Company shall have delivered an Officers’ Certificate and an Opinion of Counsel in the United States (which may be subject to certain qualifications) to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. In the case of clause (1)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Unless otherwise provided in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect a Board Resolution of the principal Company delivered to the Trustee pursuant to Section 2.01, an indenture supplemental hereto or an Officers' Certificate establishing the terms of a series of Securities, the Company may terminate all of its obligations under the Securities of any series and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations this Indenture with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: series (a) if all Notes that Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such series which have been authenticatedreplaced or paid) and all coupons appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, except lostwhose surrender is not required or has been waived as provided in Section 2.06, (ii) Securities and coupons which have been destroyed, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.07, and Notes (iii) Securities and 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 IssuersCompany or discharged from such trust, as provided in Section 4.03 or 8.04) have been delivered to the Trustee for cancellation; or cancellation or (b) if: (1) the Securities of such series mature within one year or all Notes that have not been delivered of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of giving the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default the Company irrevocably deposits in trust with the Trustee money or Event Government Obligations sufficient to pay principal (including any mandatory sinking fund payments) of Default has occurred and is continuing any interest and Additional Amounts on the date Securities of such series to maturity or redemption, as the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument case may be (other than this Indenture) moneys paid to which the Company or any of its Subsidiaries is a party discharged from trust in accordance with Section 4.03 or by which the Company or any of its Subsidiaries is bound;8.04); and (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers Company shall have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with. The Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, and 8.03 with respect to the Securities of such series, however, shall survive so long as any principal of, interest, if any, or any Additional Amounts on the Securities of such series, and coupons appertaining thereto, remains unpaid. Thereafter the Company's obligations in Section 7.07 shall survive. After a deposit of such moneys, and delivery of the Officers' Certificate and Opinion of Counsel required by clause (3) above, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities of such series and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered Company shall deliver to the Trustee for cancellation; or cancellation all Notes theretofore authenticated and delivered (bother than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore cancelled, or (ii) all Notes that have not been theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseTrustee, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on at maturity or upon redemption all of the Notes (other than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Indenture shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Notes provided in this Indenture) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with, and upon payment of the 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 shall satisfy and discharge this Indenture ("Discharge"); 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 Notes of all sums due and to become due thereon.

Discharge. This Indenture Indenture, the Subsidiary Guarantees and, to the extent related to the Notes and the Subsidiary Guarantees, all Collateral Agreements shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for as to (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.088.08(a)(2), and as more fully set forth in such clause (b)Section, payments in respect of the principal of and interest, and premium, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (by) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix and (cz) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee registrar for cancellation; or (b2) all Notes that have not been delivered to the Trustee registrar for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise and the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Paying Agent as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee registrar for cancellation for of principal, premium, if any, and accrued interest and Additional Interestinterest, if any, on, the Notes to the date of fixed maturity or redemption; (2b) no Default or Event in respect of Default has occurred and is continuing on the date clause Section 8.08(a)(2) of the deposit or will occur as a result of the deposit and this Section 8.8, the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company or any of its Subsidiaries Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the borrowing of its Subsidiaries is boundfunds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Issuers Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4d) the Issuers have Company has delivered irrevocable instructions to the Trustee Trustee, the Registrar and the Paying Agent under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5e) the Issuers have Company has delivered (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee Trustee, the Registrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has have paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of of, and premium, if any, interest and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing sending of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) in the case of clause (1)(b) above, no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing or securing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements or instruments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.089.08, and as more fully set forth in such clause (b), payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.033.03, 2.043.04, 2.073.06, 2.09 3.07, 3.09 and 4.02 5.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Interest, if any, to the date of fixed maturity or redemption; provided that if such redemption is made as provided in Section 4.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit (as determined in good faith by the Company) and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This The Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes as expressly provided for in the Indenture) and the Trustee, at the expense and written direction of the Company, will execute proper instruments acknowledging satisfaction and discharge of the Indenture as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Outstanding Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), Indenture when: (1a) either: (ai) all such Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; , or (bii) all such Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable or payable, (b) will become due and payable at their Stated Maturity within one year by reason or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. United States dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional Interestat such Maturity, if any, to the date of fixed maturity Stated Maturity or redemptionredemption date; (2c) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit or will shall occur as a result of the such deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3d) the Issuers Company or any Guarantor has paid or caused to be paid all sums payable under the Indenture by it under this Indenturethe Company and any Guarantor; (4e) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward such funds to the payment of the Notes at fixed maturity Maturity or the redemption dateredemption, as the case may be; and (5f) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of this such Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption); (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral will be released from the Note Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has have paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b2) (a) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason or (iii) have been called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name and at the expense of the Company and, and in any case, the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year Business Day by reason another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused Trust shall be deemed to have been unable to reach agreement with respect to action to be deposited taken jointly by them hereunder in connection with the Trustee as trust funds in trust solely for Trust and thereupon the benefit Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act hereunder without the necessity of any other or further action on their part or on the part of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beTrustee; and (5c) notwithstanding the Issuers have delivered an Officers’ Certificate discharge of a Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Agreement by the Depositors before the date of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and same extent as if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Indenture shall be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to all Floating Rate Notes issued hereunder (except for (a) or Fixed Rate Notes, as the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)case may be, when: (1) either: (a) either (i) all such Notes that have been authenticatedtheretofore authenticated and delivered (except destroyed, except lost, lost or stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or cancellation or (bii) all such Notes that have not been theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at Stated Maturity within one year by reason or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. United States dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional Interest, if any, and interest on the Notes to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity or redemption date, as the case may be; (2c) no Default the Company or Event any Guarantor has paid or caused to be paid all sums payable under this Indenture by the Company and any Guarantor; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default has occurred Counsel, each stating that (i) all conditions precedent provided in this Indenture relating to the satisfaction and is continuing on the date discharge of the deposit or will occur as a result of the deposit this Indenture have been complied with and the deposit (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture) to which the Company Company, any Guarantor or any of its Subsidiaries Subsidiary is a party or by which the Company Company, any Guarantor or any of its Subsidiaries Subsidiary is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered Company shall deliver to the Trustee for cancellation; or cancellation all Notes theretofore authenticated and delivered (bother than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore cancelled, or (ii) all Notes that have not been theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseTrustee, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on at maturity or upon redemption all of the Notes (other than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued interest and interest, Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Indenture shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Notes provided in this Indenture) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with, and upon payment of the 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 shall satisfy and discharge this Indenture (“Discharge”) have been satisfied).

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08have been canceled, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powersprotections, trusts, duties indemnities and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b2) (a) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason or (iii) have been called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name and at the expense of the Company and, and in any case, the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if any, the Notes to the Stated Maturity thereof or the date of fixed maturity or redemption, as the case may be; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral will be released from the Note Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one (1) year by reason or are to be called for redemption within one (1) year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interestto, if anybut not including, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a material breach or violation of, or constitute a material default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall will cease to be of further effect (except as to all Notes issued hereunder (except surviving rights of registration of transfer or exchange of the Securities as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture when (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause either (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (ai) all Notes that have been authenticatedthe Securities theretofore authenticated and delivered (other than destroyed, except lost, lost or stolen or destroyed Notes that Securities which have been replaced or paid and Notes Securities for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Notes that have Securities not been theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at Stated Maturity within one year by reason or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be such purpose an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes Securities not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Securities to the date of fixed maturity such deposit (in the case of Securities which have become due and payable) or redemption; to the Stated Maturity or redemption date, as the case may be, (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; Indenture by the Company, and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture If the Issuer shall pay or cause to be paid from the Pledged Revenues the principal, premium, if any, and interest due or to become due on the Bonds at the times and in the manner stipulated therein, and if the Issuer shall not then be in default in any of the covenants and promises in the Bonds and in this Bond Agreement expressed as to be kept, performed and observed by it or on its part, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof, then these presents and the estate and rights hereby granted shall cease, terminate and be void, whereupon the Trustee shall cancel and discharge the lien of this Bond Agreement and execute and deliver to the Issuer such instruments in writing as shall be satisfied requisite to cancel and discharged discharge the lien hereof, and reconvey, release, assign and deliver unto the Issuer any and all the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Bond Agreement, except moneys or securities held by the Trustee in separate segregated trust accounts pursuant to this Bond Agreement for the payment of the principal of, premium, if any, and interest on unpresented Bonds. Any Bonds shall cease be deemed to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect paid when payment of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when Bond, plus interest thereon to the due date thereof (whether such payments are duedue date be by reason of maturity or upon redemption as provided herein, or otherwise) either (a) shall have been made or caused to be made in accordance with the terms hereof, or (b) shall have been provided for by irrevocably depositing with the Issuers’ obligations Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) cash, without regard to any investment or reinvestment thereof, sufficient to make such payment or (ii) Defeasance Obligations which are not callable prior to maturity by the issuer thereof or anyone acting on its behalf maturing as to principal and interest in such amounts and at such times, without regard to any investment or reinvestment thereof, as will provide sufficient moneys, together with any uninvested cash, to make such payment, and all necessary and proper fees and expenses of the Trustee pertaining to the Bond with respect to which such Notes deposit is made. At such time as a Bond shall be deemed to be paid hereunder as aforesaid, it shall no longer be deemed to be outstanding hereunder and shall no longer be secured by or entitled to the benefits hereof, except for the purposes of any such payment from such moneys or Defeasance Obligations. Notwithstanding the foregoing, no deposit under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and clause (cb) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherimmediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) all Notes that The deposit shall have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid made under the terms of an escrow trust agreement in form and Notes for whose payment money has been deposited in trust and thereafter repaid substance satisfactory to the Issuers, Trustee consistent herewith and a verification report with respect to the sufficiency of such deposit prepared by an independent certified public accountant shall have been delivered to the Trustee for cancellation; orTrustee; (b) all Notes In the case of an escrow trust deposit with respect to Bonds subject to redemption prior to maturity at the option of the Borrower, the Borrowers shall have delivered an irrevocable Borrower’s Certificate designating when such Bonds are to be paid or redeemed under terms of such escrow trust agreement; (c) In case of Bonds which are to be redeemed prior to maturity from such escrow trust deposit, a redemption notice meeting the requirements of Section 2.08 and stating that such Bonds are being redeemed from a deposit made pursuant to this Section 2.23 shall either (i) have not been delivered given, or (ii) shall have been provided for by delivery to the Trustee of irrevocable instructions for cancellation the giving of such notice; (d) The Trustee shall have become due and payable or will become due and payable within one year by reason been furnished with an opinion of Bond Counsel to the effect that the payment of the mailing Bonds in accordance with said escrow trust agreement will not adversely affect the excludability from gross income of a the Bondowners for federal income tax purposes and will not cause the Bonds to be classified as “arbitrage bonds” under Section 148 of the Code; and (e) The Trustee shall have covenanted to give notice of redemption such deposit to the Bondowner of each Bond outstanding at the address shown on the Bond Register. All moneys or otherwiseDefeasance Obligations set aside and held in trust pursuant to the provisions of this Article for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the Issuers payment of the particular Bonds (including interest and premium thereon, if any) with respect to which such moneys and Defeasance Obligations have been so set aside in trust. If moneys or any Guarantor has irrevocably Defeasance Obligations have been deposited or caused to be deposited set aside with the Trustee as trust funds in trust solely pursuant to this Article for the benefit payment of Bonds and the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars interest and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, thereon and accrued such Bonds and the interest and Additional Interestpremium, if any, thereon shall not have in fact been actually paid in full, no amendment to the date provisions of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on this Section 2.23 shall be made without the date consent of the deposit or will occur as a result Bondowner of each of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.Bonds affected thereby. ARTICLE III

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of obligations under the Trustee hereunder Note Documents and the Issuers’ obligations in connection therewith), Liens on the Collateral securing the Notes will be released (a “Discharge”) when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable (including by reason of a redemption pursuant to the terms of this Indenture as described under Section 3.7) or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes (without consideration of reinvestment), not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Note Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) either: (A) all Notes that have been authenticatedtheretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuerstrust, have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securitiesin cash, in securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2b) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (c) the deposit will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Note Guarantor is a party or by which the Company Issuer or any of its Subsidiaries Note Guarantor is bound; (3d) the Issuers or any Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5e) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture Indenture, the Subsidiary Guarantees and, to the extent related to the Notes and the Subsidiary Guarantees, all Collateral Agreements shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for as to (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08‎Section 8.08(a)(2), and as more fully set forth in such clause (b)Section, payments in respect of the principal of and interest, and premium, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (by) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03‎2.03, 2.04‎2.04, 2.07‎2.05, 2.09 and 4.02 hereof ‎2.06, ‎2.07, ‎2.10, ‎4.02 and the Appendix and (cz) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee registrar for cancellation; or (b2) all Notes that have not been delivered to the Trustee registrar for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise and the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Paying Agent as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee registrar for cancellation for of principal, premium, if any, and accrued interest and Additional Interestinterest, if any, on, the Notes to the date of fixed maturity or redemption; ; (2b) no Default or Event in respect of Default has occurred and is continuing on the date clause ‎Section 8.08(a)(2) of the deposit or will occur as a result of the deposit and this Section 8.8, the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company or any of its Subsidiaries Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the borrowing of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused funds to be paid all sums payable by it under this Indenture; (4) applied concurrently to make the Issuers have delivered irrevocable instructions deposit required to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of this Indenture (“Discharge”) have been satisfied.Liens to secure such borrowings);

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), and the Security Documents, insofar as they relate to the rights of Holders of the Notes, will cease to be of further effect with respect to the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has have paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture Indenture, the Subsidiary Guarantees and , to the extent related to the Notes and the Subsidiary Guarantees, all Collateral Agreements shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for as to (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and interest, premium, if any, interest and Additional InterestAmounts, if any, on on, such Notes when such payments are due, (by) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix and (cz) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise and the Issuers Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Paying Agent as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest interest, if any, and Additional InterestAmounts, if any, to the date of fixed maturity or redemption; (2) no Default or Event in respect of Default has occurred and is continuing on the date clause (1)(b) of the deposit or will occur as a result of the deposit and this Section 8.08, the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of its Subsidiaries is boundfunds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Issuers Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee Trustee, the Registrar and the Paying Agent to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee Trustee, the Registrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. This Indenture and the other Note Documents shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premiuminterest, if any, interest premium and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections Section 2.03, Section 2.04, Section 2.07, Section 2.09 and Section 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing sending of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture or any other Note Document) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has and the Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: : (1) either: : (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-non- callable Government Securities, or a combination of cash in U.S. dollars and non-non- callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Interest, if any, to the date of fixed maturity or redemption; ; provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using the Applicable Premium calculated as of the date of such deposit (as determined in good faith by the Company) and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; ; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and interest, premium, if any, interest and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of Liens securing such borrowing); (3) such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (34) the Issuers or any Guarantor has Company and the Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (45) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (56) the Issuers have Company has delivered (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee stating that all conditions precedent to Discharge set forth in clauses (3) and (5) above have been satisfied.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Issuer) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption); (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered Company shall deliver to the Trustee for cancellation; or cancellation all Notes theretofore authenticated and delivered (bother than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore cancelled, or (ii) all Notes that have not been theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseTrustee, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on at maturity or upon redemption all of the Notes (other than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Indenture shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Notes provided in this Indenture) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with, and upon payment of the 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 shall satisfy and discharge this Indenture ("Discharge"); provided that the Company's or any Guarantor'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 Notes of all sums due and to become due thereon.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event caused to be paid all other sums then due and payable under this Indenture by the Issuer; provided, that upon any redemption that requires the payment of Default has occurred and the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is continuing on deposited with the Trustee equal to the Applicable Premium calculated by the Issuer as of the date of the deposit or will occur notice of redemption, with any deficit as a result of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit and of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries the Guarantors is a party or by which the Company Issuer or any of its Subsidiaries the Guarantors is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge and any redemption, if applicable, have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenNote Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; oror (2) (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; cancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it the Company under this Indenture; ; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This The Issuer and the Guarantors may terminate the obligations under this Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the certain surviving rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, Trustee and as more fully set forth in such clause (b), payments in respect of the principal of Collateral Agent and premium, if any, interest the Company’s and Additional Interest, if any, on such Notes when such payments are due, (b) the IssuersGuarantors’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and thereto) (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, Applicable Premium or any other premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent under this Indenture relating to satisfaction the Discharge have been complied with and discharge that such Discharge is authorized and permitted by the terms hereof and the Security Documents. The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such legal defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due, (2) the Issuer’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (3) the rights, powers, trusts, duties and immunities of the Trustee, (4) the Company’s right of optional redemption, and (5) the defeasance provisions of this Indenture (“Discharge”) have been satisfiedIndenture.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and of, premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest and Additional Interest, if any, to the date of fixed maturity or redemption; provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit (as determined in good faith by the Company) and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture and the Subsidiary Guarantees shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for as to (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.088.08(a)(2), and as more fully set forth in such clause (b)Section, payments in respect of the principal of of, and interest and premium, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (by) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 and 2.10, 4.02 hereof and the Appendix and (cz) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: (ai) all the Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen stolen, mutilated or destroyed Notes that which have been replaced or paid and Notes for whose payment money has or U.S. Government Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the serving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5c) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption;. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;bound; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral shall be released from the Note Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.7, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of of, and premiuminterest, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix Annex A-1 and Annex A-2 and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, principal and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of Liens securing such borrowing); (3) such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (34) the Issuers or any Guarantor has Company and the Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (45) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (56) the Issuers have Company has delivered (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee stating that all conditions precedent to Discharge set forth in clauses (3) and (5) above have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Notes when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollarseuros, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at fixed maturity or the redemption date, as the case may be; and (5) the Issuers Company shall have delivered an Officers’ Certificate and an Opinion of Counsel (which may be subject to certain qualifications) to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. In the case of clause (1)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for those surviving obligations specified above. In connection with a discharge, in the event the Company becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Law and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c) hereof, (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuers and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Notes when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuers or any of its Subsidiaries Restricted Subsidiary is a party or by which the Company Issuers or any of its Subsidiaries is Restricted Subsidiary are bound; (3) the Issuers or any Guarantor has have paid or caused to be paid all sums payable by it them under this Indenture;; and (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and. (5) In addition, the Issuers have delivered must deliver an Officers’ Officer’s Certificate and an Opinion opinion of Counsel counsel (which may be subject to certain qualifications) to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. In the case of clause (1) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Issuers only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above. In connection with a discharge, in the event the Issuers become insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Issuers, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuers’ estate.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(B) of this Section 8.08, and as more fully set forth in such clause (b1)(B), payments in respect of the principal of and premium, if any, interest and Additional Interestpremium, if any, on such Notes when such payments are due, (b) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix Appendix, (c) if money or Government Securities have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.08, the provisions of Section 8.06 and 8.09 hereof; and (cd) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen wrongfully taken or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and either the Issuers Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interestpremium, if any, to the date of fixed maturity Stated Maturity or redemption; (2) In respect of (1)(B) above, no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than an Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds to be applied to such deposit (and any similar deposit relating to other Indebtedness being defeased, discharged or replaced) or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposits) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this IndentureIndenture and the agreements governing such other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has Company and the Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity Stated Maturity or the redemption date, as the case may be; and (5) the Issuers have Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or Government Securities held by it as provided in this Section 8.08 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect satisfaction and discharge under this Section 8.08. Subject to any applicable escheat laws, any money or Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Discharge. This Indenture If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have any order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.01 the Depositors of the mailing Trust shall be deemed to have been unable to reach agreement with respect to action to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act hereunder without the necessity of any other or further action on their part or on the part of the Trustee; (c) notwithstanding the discharge of a notice Depositor of redemption or otherwisethe Trust in accordance with this Section 8.02, and the Issuers or any Guarantor has irrevocably deposited or caused such Depositor shall continue to be deposited fully liable in accordance with the Trustee as trust funds provisions hereof in trust solely for respect of action taken or refrained from under this Agreement by the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to Depositors before the date of fixed maturity such discharge or redemption; (2) no Default by the undis-charged Depositors before or Event of Default has occurred and is continuing on after the date of the deposit or will occur such discharge, as a result of the deposit fully and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, same extent as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Notes when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture and the Subsidiary Guarantees shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for as to (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.089.08(a)(2), and as more fully set forth in such clause (b)Section, payments in respect of the principal of of, and interest and premium, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (by) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.033.03, 2.043.04, 2.073.05, 2.09 3.06, 3.07, 3.10 and 4.02 hereof and the Appendix 5.02 and (cz) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuers’ Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1a) either: (ai) all the Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen stolen, mutilated or destroyed Notes that which have been replaced or paid and Notes for whose payment money has or U.S. Government Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the serving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or redemption date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5c) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption;. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;bound; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral will be released from the Notes Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture shall be satisfied and discharged and shall will cease to be of further effect (except as to all surviving rights of registration of transfer or exchange of the Notes issued hereunder (except as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture when (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause either (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (ai) all the Notes that have been authenticatedtheretofore authenticated and delivered (other than destroyed, except lost, lost or stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at Stated Maturity within one year by reason or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company, (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. United States dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional InterestLiquidated Damages, if any, and interest on the Notes to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemption; to the Stated Maturity or redemption date, as the case may be, (2c) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; Indenture by the Company and any Guarantor, and (4d) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1Trustee) as to all outstanding Notes when either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuersIssuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (b1) all Notes that have not been delivered to the Trustee for cancellation otherwise (A) have become due and payable payable, or (B) will become due and payable within one year by reason of and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Securities, Obligations or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered to the Trustee to pay and discharge the entire indebtedness Debt (including all principal and accrued interest (entirely in Cash Interest)) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture;; and (43) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or maturity. In addition, the redemption date, as Issuer must deliver to the case may be; and (5) the Issuers have delivered Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of have been complied with. After the Notes are no longer outstanding, the Issuer’s and the Guarantors’ obligations in Section 6.6 shall survive any discharge pursuant to this Section 7.8. If this Indenture (“Discharge”) have been satisfiedis discharged pursuant to this Section 7.8, all Liens on the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties will be released and the Collateral Documents, solely with respect to the Notes, shall cease to be of further effect, all without delivery of any instrument or performance of any act by any party. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Discharge. Section 401 of the Base Indenture is hereby replaced as follows: This Supplemental Indenture shall be satisfied and discharged and shall upon Company Request cease to be of further effect (except as to all Notes issued hereunder (except for (a) the any surviving rights of Holders registration of outstanding transfer or exchange of the Notes expressly provided for, rights under Section 306 of the Base Indenture, and the right to receive solely from the trust fund described in clause (bpayment pursuant to Section 402(a) of this Section 8.08the Base Indenture), and as more fully set forth in such clause (b)the Trustee on Company Request, payments in respect and at the expense of the principal Company, shall execute proper instruments acknowledging satisfaction and discharge of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)this Supplemental Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 306 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from such trust, as provided in Section 1003 of the Base Indenture) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable or payable, or (ii) will become due and payable at their Maturity Date within one year, or (iii) are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, or (iv) have been converted (and the related Settlement Amounts have been determined), and the Issuers Company, in the case of (i), (ii), (iii) or any Guarantor (iv) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount in cash and/or (in the case of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination conversion) shares of cash in U.S. dollars and non-callable Government Securities, in amounts as will be Common Stock sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Maturity Date, at any Fundamental Change Purchase Date, at any Redemption Date, or has satisfied the Company’s conversion obligations upon conversion, as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beCompany; and (53) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this Supplemental Indenture (“Discharge”) have been satisfiedcomplied with. Notwithstanding anything in this Section 8.01 to the contrary, such satisfaction and discharge shall not be effective earlier than (A) the Close of Business on the Business Day immediately preceding the Maturity Date, in the case of the Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in the case of the Redemption Date in respect of which all of the outstanding Notes have been redeemed, and (C) the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, in the case of the Fundamental Change Purchase Date in respect of which the Holders of all outstanding Notes have exercised their right to require the Company to purchase all of their Notes or convert all of their Notes.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in 3.07(c) hereof, (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) in the case of clause (1)(b) of this Section 8.08, no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings), and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenturethe agreements or instruments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.087.5, and as more fully set forth in such clause (b), payments in respect of the principal of and interest and premium, if any, interest and Additional Intereston, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.032.05, 2.042.06, 2.072.09, 2.09 2.12 of the Base Indenture and 4.02 Section 4.2 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interestpremium, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has and the Subsidiary Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing (or otherwise delivered in accordance with the procedures of DTC) of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has have paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable payable, whether at maturity or otherwise, (ii) will become due and payable at their stated maturity within one year by reason or (iii) if redeemable at the option of the mailing Issuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers or any Guarantor has expense, of the Issuer, and, in the case of this clause (b), the Issuer shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient in the case of non-callable U.S. Government Securities or a combination of cash in U.S. Dollars and non-callable U.S. Government Securities, in the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed maturity or redemption, as the case may be; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. Upon a satisfaction and discharge of the Indenture in accordance with this Section 8.08, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released, and the Trustee and Collateral Agent, on demand of and at the expense of the Issuers along with an Officer’s Certificate and Opinion of Counsel, shall execute such instruments as reasonably requested by the Issuers acknowledging or evidencing the same.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b2) (a) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason or (iii) have been called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name and at the expense of the Company and, and in any case, the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for i) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust with the rights of Holders of outstanding Notes Trustee and thereafter repaid to receive solely the Company or discharged from such trust) have been delivered to the trust fund described in clause Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by their terms and the Company or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount of this Section 8.08money in U.S. dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, and as more fully set forth in such clause (b), payments in respect of for the principal of and amount, premium, if any, interest accrued and unpaid interest, and Additional InterestAmounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, on to the date of such Notes when deposit together with irrevocable instructions from the Company or the Guarantor directing the Trustee to apply such payments are due, funds to the payment thereof; (bii) the Issuers’ obligations with respect to such Company or the Guarantor has paid all other sums payable by it under the Notes under Sections 2.03, 2.04, 2.07, 2.09 or the Guarantee and 4.02 hereof and the Appendix this Indenture; and (ciii) the rights, powers, trusts, duties and immunities Company or the Guarantor has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: Notes (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been theretofore deposited in trust with the Trustee and thereafter repaid to the IssuersCompany or the Guarantor or discharged from such trust) at maturity, as the case may be, then this Indenture will cease to be of further force or effect and, at the written request of the Company, accompanied by an Officer's Certificate and Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been delivered complied with, and upon payment of the 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 will satisfy and discharge this Indenture ("Discharge"); provided that the Company's obligations with respect to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason payment of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest interest, and Additional InterestAmounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, will not terminate until the same shall apply the moneys so deposited to the date payment to the Holders of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions due and to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedbecome due thereon.

Discharge. This Indenture and the other Note Documents shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (ba)(2) of this Section 8.08, and as more fully set forth in such clause (ba)(2), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (by) the Issuers’ obligations with respect to such Notes under Sections Section 2.03, Section 2.04, Section 2.06, Section 2.07, Section 2.09 and Section 4.02 hereof and the Appendix and (cz) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing giving of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2b) in respect of Section 8.08(a)(2), no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing or securing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenturethe agreements or instruments governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3c) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5e) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes) as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b"Discharge") of this Section 8.08, and as more fully set forth in such clause when (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (bi) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: either (a) all such Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust with the Trustee and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or or (b) all such Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or payable, will become due and payable by their terms within one year, or are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseredemption, and in each case the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash funds in U.S. dollars, non-callable Government Securities, or a combination an amount of cash money in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal amount, premium, if any, accrued and accrued interest unpaid interest, and Additional InterestLiquidated Damages, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which together with irrevocable instructions from the Company or any of its Subsidiaries is a party or by which directing the Trustee to apply such funds to the payment thereof; (ii) the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; ; and (4iii) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption datematurity, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Security Documents (a “Discharge”) when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event caused to be paid all other sums then due and payable under this Indenture by the Issuer; provided, that upon any redemption that requires the payment of Default has occurred and the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is continuing on deposited with the Trustee equal to the Applicable Premium calculated by the Issuer as of the date of the deposit or will occur notice of redemption, with any deficit as a result of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit and of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries the Guarantors is a party or by which the Company Issuer or any of its Subsidiaries the Guarantors is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge and any redemption, if applicable, have been satisfiedcomplied with.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), under this Indenture when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this IndentureIncurrence of Debt the proceeds of which are used for the deposit); (4) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent under this Indenture relating to satisfaction the Discharge have been complied with. In the case of clause (1)(B) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture (“except for those surviving obligations specified above. In connection with a Discharge”) have been satisfied, in the event the Company becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ ' obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ ' obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing sending of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee, as expressly provided for in this Indenture) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the IssuersIssuers or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption or otherwisepursuant to Article III and, and in any case, the Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuers and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3b) the Issuers or any Guarantor has have paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Issuers’ and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Section 8.01 of the Base Indenture shall not apply to, and have no force and effect with respect to, the Notes and any reference to Section 8.01 of the Base Indenture with respect to the Notes shall be satisfied superseded by and discharged and references thereto shall be deemed to refer to this Section 7.01. This First Supplemental Indenture shall upon Company Request cease to be of further effect (except as to all Notes issued hereunder (except for (a) the any surviving rights of Holders registration of outstanding transfer or exchange of the Notes expressly provided for, rights under Section 2.08 of the Base Indenture, and the right to receive solely from payment pursuant to Section 8.02 of the trust fund described in clause (b) Base Indenture, and the obligations of the Company to the Trustee under Section 7.07 of the Base Indenture), and the Trustee on Company Request, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)First Supplemental Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.08 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from such trust, as provided in Section 2.05 of the Base Indenture) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwisepayable, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount in cash and/or (in the case of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination conversion) shares of cash in U.S. dollars and non-callable Government Securities, in amounts as will be Common Stock sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Maturity Date, at any Fundamental Change Repurchase Date, at any Redemption Date, or has satisfied the Company’s conversion obligations upon conversion, as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this First Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beCompany; and (53) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this First Supplemental Indenture (“Discharge”) have been satisfiedcomplied with. Notwithstanding anything in this Section 7.01 to the contrary, such satisfaction and discharge shall not be effective earlier than (A) the Close of Business on the Business Day immediately preceding the Maturity Date, in the case of the Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in the case of the Redemption Date in respect of which all of the outstanding Notes have been redeemed, (C) the Close of Business on the Business Day immediately preceding the Repurchase Date, in the case of a Repurchase Date on which the holders of all of the outstanding Notes have exercised their right to require us to repurchase all of their Notes, and (D) the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, in the case of the Fundamental Change Repurchase Date in respect of which the Holders of all outstanding Notes have exercised their right to require the Company to repurchase all of their Notes or convert all of their Notes.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenNote Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it the Company under this Indenture;; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture Provided that (i) the Trust, the trustee thereof, and the terms and conditions (as well as the form and substance) of the indenture whereby the Trust shall have been established shall be satisfied and discharged and shall cease reasonably satisfactory to the Required Holders, (ii) the purchase price of the United States Governmental Securities to be of further effect as to all Notes issued hereunder (except for (a) deposited into the rights of Holders of outstanding Notes to receive solely from Trust shall have been fully paid by the trust fund described in clause (b) of this Section 8.08Company, and as more fully set forth in such clause United States Governmental Securities shall have been so deposited into the Trust (b), payments in respect and each holder shall have received written verification thereof by the trustee of the principal of Trust) and premiumshall, if anyas so deposited, be unencumbered by any Lien and sufficient to pay all principal, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, nonMake-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional InterestWhole Amount, if any, to fall due on the date Notes then outstanding as provided in Section 22.8(a) (and each holder shall have received written verification of fixed maturity or redemption;such sufficiency by the independent certified public accountants of recognized national standing selected by the Company), (2iii) the Company shall have (A) paid in full all fees, costs and expenses of the trustee of the Trust and of all holders incurred in connection with the preparation of the trust indenture and the establishment of the Trust, including, without limitation, all reasonable attorneys' fees and disbursements, and (B) prepaid in full any and all fees, costs and expenses of the trustee of the Trust for the entire term of the Trust (and the holders of the Notes shall have received written confirmation from the trustee confirming its receipt of the payments required to be made to it pursuant to this clause (iii)), (iv) the Company shall have no continuing legal or equitable interest in the Trust or the United States Governmental Securities deposited into the Trust (other than a reversionary interest in any such United States Governmental Securities or the proceeds therefrom, remaining after the full, final and indefeasible payment of the principal amount of the Notes and all interest and Make-Whole Amount, if any, thereon) and shall have no right to direct or instruct the trustee of the Trust, or to remove such trustee, or otherwise to require such trustee to take any action with respect to such United States Governmental Securities or otherwise, (v) no Default or Event of Default has shall have occurred and be continuing at the time of such deposit, (vi) the Company shall have delivered the written notice referred to in Section 22.8(a) hereof to the holders and a legal opinion of Xxxxxxx & Xxxxx Mayor Day Xxxxxxxx & Xxxxxx, L.L.P. or other independent counsel to the Company, reasonably satisfactory to the Required Holders stating, among other things which the Required Holders may reasonably request, that (A) the Trust is continuing validly created and duly constituted and that the sole beneficiaries thereof are the holders, (B) the United States Governmental Securities deposited therein were validly contributed to the Trust and constitute a legal and valid res of the Trust, (C) the Company's actions in creating the Trust and contributing the United States Governmental Securities thereto were duly authorized and valid, (D) the Company, as the settlor of the Trust, has no right, title or interest in and to the Trust or the res thereof (other than a reversionary interest in any United States Governmental Securities, or the proceeds thereof, remaining after the full, final and indefeasible payment of the principal amount of the Notes and all interest and Make-Whole Amount, if any, thereon) and has no power of direction, or right of removal, with respect to the trustee of the Trust, (E) if any of the events described in clause (g) or clause (h) of Section 11 were to occur, the Trust and the res thereof would not be part of the estate of the Company and (F) the creation of the Trust and the depositing of the United States Governmental Securities therein shall not, for purposes of the Code with respect to any holder, result in a taxable event whereby (I) such holder may become liable to pay a tax on any gain deemed to have arisen with respect to such transaction or (II) such holder shall have been deemed to have suffered a loss with respect to such transaction, (vii) all principal, interest costs, expenses and other sums due and payable to the holders under the this Agreement, the Other Agreements and the Notes on the date the Trust is created shall have been paid in full, and (viii) the Company shall have delivered to the holders an opinion of independent certified public accountants of recognized national standing selected by the Company, reasonably satisfactory to the Required Holders and prepared at the expense of the deposit or will occur as a result Company (provided that the Company shall have the right to negotiate with such accountants regarding the cost of furnishing such opinion), stating that under GAAP the creation of the deposit Trust and the deposit will depositing of the United States Governmental Securities therein shall not result, with respect to any holder, in an exchange of the Note or Notes of such holder for all or part of such United States Governmental Securities which exchange would result in a breach gain or violation ofloss being realized by such holder under GAAP in respect of such transaction, then, and in that case, all obligations of the Company under this Agreement, the Other Agreements and the Notes shall be discharged; provided, however, if the contribution to the Trust of any United States Governmental Securities is invalidated, declared to be fraudulent or preferential, set aside, or constitute a default underif any such United States Governmental Securities are required to be returned or redelivered to the Company, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company custodian, trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then, to the extent of its Subsidiaries is bound; (3) such invalidation, return or redelivery, the Issuers or any Guarantor has paid or caused to be paid all sums payable by it obligations under this Indenture; Agreement, the Other Agreements and the Notes (4) the Issuers less any payments, which shall not have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment been themselves invalidated, returned or redelivered, made thereon from or in respect of the Notes at fixed maturity United States Governmental Securities so invalidated, returned or the redemption date, as the case may be; and (5redelivered) the Issuers have delivered an Officers’ Certificate shall be revived and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedrestored.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and interest, premium, if any, interest and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen wrongfully taken or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has and the Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Section 8.01 of the Base Indenture shall not apply to, and have no force and effect with respect to, the Notes and any reference to Section 8.01 of the Base Indenture with respect to the Notes shall be satisfied superseded by and discharged and references thereto shall be deemed to refer to this Section 7.01. This Second Supplemental Indenture shall upon Company Request cease to be of further effect (except as to all Notes issued hereunder (except for (a) the any surviving rights of Holders registration of outstanding transfer or exchange of the Notes expressly provided for, rights under Section 2.08 of the Base Indenture, and the right to receive solely from payment pursuant to Section 8.02 of the trust fund described in clause (b) Base Indenture, and the obligations of the Company to the Trustee under Section 7.07 of the Base Indenture), and the Trustee on Company Request, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)Second Supplemental Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.08 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from such trust, as provided in Section 2.05 of the Base Indenture) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwisepayable, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount in cash or (in the case of the Holdersconversion) cash, cash in U.S. dollars, non-callable Government Securities, shares of Common Stock or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be applicable, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, Accreted Principal Amount and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Maturity Date, at any Fundamental Change Repurchase Date, at any Redemption Date, or has satisfied the Company’s conversion obligations upon conversion, as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Second Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beCompany; and (53) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this Second Supplemental Indenture (“Discharge”) have been satisfiedcomplied with. Notwithstanding anything in this Section 7.01 to the contrary, such satisfaction and discharge shall not be effective earlier than (A) the Close of Business on the Business Day immediately preceding the Maturity Date, in the case of the Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in the case of the Redemption Date in respect of which all of the outstanding Notes have been redeemed, (C) the Close of Business on the Business Day immediately preceding the Repurchase Date, in the case of a Repurchase Date on which the holders of all of the outstanding Notes have exercised their right to require us to repurchase all of their Notes, and (D) the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, in the case of the Fundamental Change Repurchase Date in respect of which the Holders of all outstanding Notes have exercised their right to require the Company to repurchase all of their Notes or convert all of their Notes.

Discharge. This Indenture Indenture, the Note Guarantees and all Collateral Agreements shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for as to (ax) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and interest, premium, if any, interest and Additional InterestAmounts, if any, on on, such Notes when such payments are due, (by) the Issuers’ Issuer’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09 2.10 and 4.02 hereof and the Appendix and (cz) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuers’ Issuer’s obligations in connection therewith), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersIssuer, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise and the Issuers Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Paying Agent as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest interest, if any, and Additional InterestAmounts, if any, to the date of fixed maturity or redemption; (2) no Default or Event in respect of Default has occurred and is continuing on the date clause (1)(b) of the deposit or will occur as a result of the deposit and this Section 8.08, the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of its Subsidiaries is boundfunds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Parent or the Issuer has delivered irrevocable instructions to the Trustee Trustee, the Registrar and the Paying Agent to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Parent has delivered (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee Trustee, the Registrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied and (b) an Opinion of Counsel to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. This The Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) and the Trustee, at the expense and written direction of the Company, will execute proper instruments acknowledging satisfaction and discharge of the Indenture as to all Outstanding Notes issued hereunder (except for (a) of such series under the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), Indenture when: (1a) either: (ai) all such Notes that have been authenticated, of such series theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; , or (bii) all such Notes that have of such series not been theretofore delivered to the Trustee for cancellation (a) have become due and payable or payable, (b) will become due and payable at their Stated Maturity within one year by reason or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the such Notes of such series not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional Interestat such Maturity, if any, to the date of fixed maturity Stated Maturity or redemptionRedemption Date; (2c) no Default or Event of Default has shall have occurred and is be continuing with respect to the Notes of such series on the date of the such deposit or will shall occur as a result of the deposit such deposit, and the such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3d) the Issuers Company or any Guarantor has paid or caused to be paid all sums payable under the Indenture by it under this Indenturethe Company or any Guarantor; (4e) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward such funds to the payment of the Notes of such series at fixed maturity Maturity or the redemption dateredemption, as the case may be; and (5f) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of this such Indenture (“Discharge”) with respect to the Notes of such series have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants (in the case of non-callable U.S. Government Obligations), to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied (1) Except as otherwise expressly provided in Section 5.3(2) and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b5.3(3), payments in respect the Charge will be discharged upon, but only upon, full payment and performance of the principal Secured Obligations and termination of and premiumall commitments thereunder other than contingent indemnity obligations, if any. Upon discharge of the Charge and at the request and expense of the Obligors, interest the Collateral Agent will execute and Additional Interest, if any, on deliver to the Obligors such Notes when such payments are due, (b) financing statements and other documents or instruments as the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof Obligors may reasonably require and the Appendix Collateral Agent will redeliver to the Obligors against receipt and (c) without recourse to or warranty by the rightsCollateral Agent, powersor as the Obligors may otherwise direct the Collateral Agent, trusts, duties and immunities of any Charged Property in its possession which shall not have been sold or otherwise applied pursuant to the Trustee hereunder and the Issuers’ obligations in connection therewith), when:terms hereof. (12) eitherThe Charge in proceeds of Charged Property which: (a) all Notes that have been authenticatedconstitute any Accounts (other than Accounts comprising part of the Specified Contract Rights), except lostAssigned Claims (other than Assigned Claims comprising part of the Specified Contract Rights), stolen cash, cash equivalents, currency and moneys (other than cash, cash equivalents, currency or destroyed Notes that have been replaced or paid moneys directed to be and Notes for whose payment money has been deposited in trust and thereafter repaid or credited to the IssuersCollateral Account) which arise, have been delivered become payable or are paid or collected prior to the Trustee for cancellationProceeds Date in the following circumstances: (i) where the ABL Credit Agent had no actual knowledge that same constituted proceeds of Charged Property (x) at the time any such Accounts or Assigned Claims giving rise to the payments, collections, cash, cash equivalents, currency or moneys were created or, (y) in the case of payments or collections, not resulting from any Account or Assigned Claim, at the time such payments, collections, cash, cash equivalents, currency or moneys were paid or collected; orand (ii) where at such Proceeds Date, there are outstanding Loan Agreement Obligations; and (iii) where the ABL Credit Agent in its sole discretion has not expressly agreed that any such proceeds constitute proceeds of Charged Property; and (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason which form part of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as Liquidity Collateral; will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness automatically released on the Notes not delivered to Proceeds Date without any further action by the Trustee for cancellation for principalCollateral Agent. For the purposes of this Section 5.3(2) the terms “Accounts”, premium“Assigned Claims”, if any, “Loan Agreement Obligations” and accrued interest and Additional Interest, if any, to “Proceeds Date” have the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on meaning ascribed thereto in the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;Intercreditor Agreement. (3) The Charged Property shall be released from the Issuers or any Guarantor has paid or caused Charge created hereunder pursuant to provisions of Section 8.04 and Section 8.07 of the Indenture; provided that after the issuance of Additional Secured Obligations, no Charged Property shall be paid all sums payable released from the Charge pursuant to this Section 5.2(3), unless such release is also permitted by it under this Indenture;the Additional Secured Debt Documents. (4) At any time that any Obligor desires that the Issuers have delivered irrevocable instructions Collateral Agent take any action to acknowledge or give effect to any release of Charged Property pursuant to Section 5.3(1), Section 5.3(2) or Section 5.3(3) the Obligor shall deliver to the Trustee to apply Collateral Agent (a) a certificate signed by an officer of such Obligor stating that the deposited money toward the payment release of the Notes at fixed maturity respective Charged Property is permitted pursuant to such Section 5.3(1), Section 5.3(2) or Section 5.3(3) and (b) any other documents required by Section 8.04 of the redemption date, as the case may be; andIndenture. (5) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as the Issuers have delivered an Officers’ Certificate and an Opinion result of Counsel any release of Charged Property by it in accordance with (or which the Collateral Agent believes to the Trustee stating that all conditions precedent to satisfaction and discharge of be in accordance with) this Indenture (“Discharge”) have been satisfiedSection 5.3.

Discharge. This Indenture The following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) in the event that any Depositor shall fail to undertake or perform any of the duties which by the terms of this Agreement are required by it to be undertaken or performed and such failure shall continue for thirty days after notice to all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositor shall act hereunder without the necessity of any other or further action on its part or their part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.1 shall be revoked by written notice given by the executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.1, the Depositors shall be deemed to have been unable to reach agreement with respect to action to be taken jointly by them hereunder and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositor shall act hereunder without the necessity of any other or further action on its part or on the part of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beTrustee; and (5c) notwithstanding the Issuers have delivered an Officers’ Certificate discharge of a Depositor in accordance with this Section 8.2, or the resignation of a Depositor pursuant to Section 8.4, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Indenture by the Depositors before the date of such discharge or by the undischarged Depositor before or after the date of such discharge, as fully and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and same extent as if no discharge of this Indenture (“Discharge”) have been satisfiedhad occurred.

Discharge. This The Issuer may terminate the obligations of it and the Guarantors under this Indenture shall be satisfied with respect to any series of Securities, and, with respect to such series of Securities, this Indenture, except for Sections 7.7, 8.5 and discharged and 8.7 hereof, shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)effect, when: (i) either: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid Securities of such series theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (b2) all Notes that have Securities of such series not been theretofore delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable within one year by reason or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Securities of such series, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity Stated Maturity or redemptionRedemption Date; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3ii) the Issuers or any Guarantor Issuer has paid or caused to be paid all other sums then due and payable by it under this IndentureIndenture with respect to such series of Securities by the Issuer; (4iii) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes Securities of such series at fixed maturity Stated Maturity or on the redemption dateRedemption Date, as the case may be; and (5iv) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder (except for when (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause either (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (ai) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Issuer and thereafter repaid to the Issuers, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered together with irrevocable instructions to from Issuer directing the Trustee to apply the deposited money toward such funds to the payment of the Notes thereof at fixed maturity or the redemption dateredemption, as the case may be; and (5b) Issuer has paid all other sums payable under this Indenture by Issuer; and (c) Issuer has delivered to the Issuers have delivered Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of Issuer.

Discharge. (a) This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been cancelled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), whenTrustee) as to all outstanding Notes when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuersIssuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (1) have become due and payable or payable, (2) will become due and payable payable, or may be called for redemption, within one year by reason of or (3) have been called for redemption pursuant to Section 3.7 and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Canadian dollars, non-callable Canadian Government Securities, Obligations or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest, ) to pay and discharge the entire indebtedness on Indebtedness (including all principal and accrued interest) under the Notes not theretofor delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3b) the Issuers or any Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Issuer must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. (b) In the case of Section 8.8(a)(2), and subject to the next sentence and notwithstanding Section 8.8(a), the Issuer's and the Guarantors' obligations, as applicable, in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10, 2.12, 2.15, 2.18, 4.2, 7.14, 8.5 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Issuer's and the Guarantors' obligations in Sections 7.14, 8.5 and 8.7 shall survive any discharge pursuant to this Section 8.8. (c) After such delivery or irrevocable deposit and receipt of the Officers' Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer's obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Except as otherwise provided in clause (b) of this Section 8.0810.01, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof Parent and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Issuer may terminate their and the Issuers’ Subsidiary Guarantors' obligations in connection therewith), whenunder this Indenture and the Notes if: (1i) either: (a) all the Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuers, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable payable, or will are by their terms to become due and payable within one year by reason or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseredemption, and the Issuers Issuer shall deposit or any Guarantor has irrevocably deposited or caused cause to be deposited with the Trustee as trust funds in trust solely for the benefit an amount of the Holders, cash money in U.S. dollarsdollars sufficient, non-callable or U.S. Government SecuritiesObligations, the principal of and interest on which when due, will be sufficient or a combination thereof, sufficient in the opinion of cash a nationally recognized firm of independent public accountants expressed in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interesta written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the at maturity or upon redemption all Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, premium, if any, including principal and accrued any premium and interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or date fixed for redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; (ii) the Issuer has paid all other sums payable under this Indenture by the Issuer; and (5iii) the Issuers have Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with. (b) With respect to the foregoing clause (a)(i)(a), the Issuer's and the Guarantors' obligations under Section 7.07 shall survive such satisfaction and discharge. With respect to the foregoing clause (a)(i)(b), the Issuer's and the Guarantors' obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07, 7.08, 10.04, 10.05 and 10.06 of this Indenture shall survive until the Notes are no longer outstanding. Thereafter, only the Issuer's and the Guarantors' obligations in Sections 7.07, 10.05 and 10.06 shall survive. After any such irrevocable deposit, the Trustee upon written request of the Issuer shall acknowledge in writing the discharge of the Issuer's and the Guarantors' obligations under the Notes and this Indenture, except for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interestinterest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c) hereof, (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rightsobligations under this Indenture, powers, trusts, duties and immunities of the Trustee hereunder Notes and the Issuers’ obligations in connection therewith), Note Guarantees when: (1) either: : (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, replaced) have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, an amount suffi- cient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of its Subsidiaries is bound; (3) Incurrence of Debt the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureproceeds of which are used for the deposit); (4) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfiedcomplied with.