Common use of Discharge Clause in Contracts

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge 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 30 days after notice to the 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 the 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) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 to the same extent as if no discharge has occurred.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event 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 (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which has revoked the power of attorney executed Issuers or any Guarantor have paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions principal of and interest, premium 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), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed 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 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 and the Guarantors have been unable to reach agreement with respect to action paid or caused to be taken jointly paid all other sums payable by them hereunder in connection with under this Indenture; (4) the Trust and thereupon Issuers have delivered irrevocable instructions to the Depositor which has revoked Trustee to apply the power of attorney executed by it shall be discharged hereunder upon deposited money toward the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach 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 with respect or instrument (other than this Indenture) to action 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 taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one DepositorSubject to the last paragraph of this Section 903, the following provisions Company (and, as applicable, any Guarantor) shall provide for the discharge of a Depositor be discharged from its obligations with respect to, and the liability Indenture (including this Supplemental Indenture) will be discharged and 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 Depositors in Company, execute and deliver to the event of the discharge of a DepositorCompany 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 the event that any Depositor shall fail to undertake or perform any Section 208 of the duties which Indenture and Notes for whose payment money or Government Obligations has been deposited in trust or segregated and held in trust by the terms of this Agreement are required by it to be undertaken or performed Company and such failure shall continue for 30 days after notice thereafter repaid to the Depositors Company or discharged from such trust), have been delivered to the Trustee for cancellation (including on conversion or if any Depositor shall become incapable exchange of acting such Notes into other securities or shall have an order of relief entered with respect to itproperty), 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 the 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;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 event that name, and at the power expense, of attorney referred the Company, and, in each case, the Company or RCCI has irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming deposited with the requirements Trustee funds in trust in cash in Canadian dollars or Government Obligations, or a combination thereof, in an amount sufficient, in the opinion of said Section 8.01a 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 Depositors of the Trust shall Company has paid or caused to be deemed to have been unable to reach agreement paid all sums payable by it under this Supplemental Indenture with respect to action such Notes. Notwithstanding the foregoing, and notwithstanding the satisfaction and discharge of the Indenture with respect to be taken jointly by them the Notes, (A) the rights of Holders of the Notes to receive solely from the fund held in trust described in subsection (b) of this Section 903 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Notes when such payments are due, (B) the Company’s obligations with respect to such Notes under Section 205, Section 206, Section 208, Section 902, Section 903 and Section 908 of the Indenture, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and under the Indenture and the Company’s obligations in connection with therewith, including 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 thereunder without the necessity of any other or further action on their part or on the part Company’s obligations under Section 507 of the Trustee; and Indenture and (cD) notwithstanding this Article Nine shall survive until the discharge of a Depositor of Notes have been paid in full or, if earlier, the Trust date on which the funds held in accordance with this Section 8.02trust for such payment are paid to the Company (or discharged from such trust, such Depositor shall continue to be fully liable as applicable) in accordance with the provisions hereof last paragraph of Section 903 of the Indenture. Thereafter, only the Company’s obligations in respect Section 507 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 to the same extent as if no discharge has occurredIndenture shall survive.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to action 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 taken jointly 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there The Corporation may terminate all its obligations under this Indenture with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be more than one Depositorof further effect, effective on the date the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositorconditions are satisfied: (a1) either: (A) all outstanding Securities of such Series (other than any Securities destroyed, lost or stolen and replaced or paid as provided in Section 2.7) have been delivered to the event that any Depositor shall fail Trustee for cancellation or (B) all Securities of such Series have become due and payable or will become due and payable at their maturity within one year or are to undertake be called for redemption within one year, and the Corporation has deposited with the Trustee, in trust, funds in (I) U.S. dollars, (II) U.S. Government Obligations or perform any (III) a combination thereof, which through the payment of interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. Government Obligations, regardless of when they are called) will provide an amount sufficient to pay the entire indebtedness on the Securities of such Series, including the principal thereof and, premium, if any, and interest, if any, thereon, (x) to the date of such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity date of the duties which by Securities of such Series (or the terms of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice redemption date thereof if the Corporation has made irrevocable arrangements satisfactory to the Depositors from Trustee for the Trustee or if any Depositor shall become incapable giving of acting or shall have an order notice of relief entered redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to it, or a receiver the Securities 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 the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed Series (including amounts payable 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) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee); and (c3) notwithstanding the Trustee has received an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the satisfaction and 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 Indenture in respect of action taken or refrained from under this Agreement by the Depositors before the date Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge or by of this Indenture with respect to any Series of Securities, the undischarged Depositors before or after obligations of the date 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, as fully 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 same extent as if 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 discharge has occurredlonger be binding upon, or applicable to, the Corporation.

Discharge. If there (i) the 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 or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (ii) all Securities not theretofore surrendered or delivered to the Fiscal Agent for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be more than called for redemption within one Depositoryear under arrangements satisfactory to the Fiscal Agent, and the following provisions Company shall provide irrevocably deposit with the Fiscal Agent, as trust fonds solely for the discharge of a Depositor and the liability benefit of the Depositors in the event Holders for that purpose, an amount sufficient to pay at maturity or upon redemption all of the discharge Securities (other than any Securities which shall have been destroyed, lost or stolen and in lieu of a Depositor: or in substitution for which other Securities shall have been authenticated and delivered) not theretofore surrendered or delivered to the Fiscal Agent for cancellation, including principal, premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, then this Agreement shall cease to be of further force or effect (a) in the event that any Depositor shall fail except as to undertake rights of registration of transfer or perform any exchange of the duties which Securities provided in this Agreement) and, at the written request of the Company, accompanied by an Officers’ Certificate and Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the terms satisfaction and discharge of this Agreement are required by it have been complied with, and upon payment of the costs, charges and expenses incurred or to be undertaken incurred by the Fiscal Agent in relation thereto or performed in carrying out the provisions of this Agreement, the Fiscal Agent shall satisfy and such failure shall continue for 30 days after notice to discharge this Agreement (“Discharge”); provided that the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered Company’s obligations with respect to itthe payment of principal, or a receiver premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of the property Securities of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the 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) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 all sums due and to the same extent as if no discharge has occurredbecome due thereon.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability of Guarantors may terminate the Depositors in obligations under this Indenture and the event of the discharge of Security Documents (a Depositor“Discharge”) when: (a1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any Depositor shall fail other material instrument (other than this Indenture) to undertake which the Issuer or perform any of the duties Guarantors is a party or by which by the terms Issuer or any of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice the Guarantors is bound; (4) the Issuer has delivered irrevocable instructions to the Depositors from Trustee under this Indenture to apply 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 deposited money toward the payment 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 the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) notwithstanding the discharge Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of a Depositor of Counsel reasonably acceptable to the Trust in accordance with this Section 8.02Trustee, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from each stating that all conditions precedent 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 Indenture relating to the same extent as Discharge and any redemption, if no discharge has occurredapplicable, have been complied with.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions principal of and interest, premium 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), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach the Trustee for cancellation for principal, accrued interest, premium, if any, 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 with respect or instrument (other than this Indenture) to action 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 taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and interest and premium, if any, on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), and the event Security Documents, insofar as they relate to the rights of Holders of the discharge Notes, will cease to be of a Depositorfurther 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event 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 to the date of fixed maturity or redemption (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which has revoked the power of attorney executed Issuers or any Guarantor have paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, and interest on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event 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 to the date of fixed maturity or redemption (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which has revoked the power of attorney executed Issuers or any Guarantor have paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, and interest on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event 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 to the date of fixed maturity or redemption (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which has revoked the power of attorney executed Issuers or any Guarantor have paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there The Indenture will be more than one Depositordischarged and 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 following provisions shall provide for expense and written direction of the Company, will execute proper instruments acknowledging satisfaction and discharge of a Depositor and the liability of Indenture as to all Outstanding Notes under the Depositors in the event of the discharge of a DepositorIndenture when: (a) either: (i) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose payment 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 as provided for in the event that any Depositor shall fail Indenture) have been delivered to undertake the Trustee for cancellation, or (ii) all such Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or perform any (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the duties which by the terms of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice to the 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 the 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 TrusteeCompany; (b) in the event that the power of attorney referred Company or any Guarantor has irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming deposited with the requirements Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date; (c) no Default or Event of said Section 8.01Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement to which the Depositors Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (d) the Company or any Guarantor has paid or caused to be paid all sums payable under the Indenture by the Company and any Guarantor; (e) the Company has delivered irrevocable instructions to the Trustee to apply such funds to the payment of the 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 Notes at Maturity or redemption, as 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (cf) notwithstanding the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and 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 to the same extent as if no discharge has occurredIndenture have been complied with.

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive) (a “Discharge”), the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositorwhen: (a1) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the event that any Depositor shall fail Company) have been delivered to undertake or perform any the Trustee for cancellation, or (B) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the duties which by the terms mailing of this Agreement a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under arrangements reasonably satisfactory to the Depositors from 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 or if any Depositor shall become incapable funds in trust of acting or shall have an order of relief entered with respect to itcash in U.S. Dollars, non-callable U.S. Government Obligations, or a receiver combination thereof in an amount sufficient to pay and discharge the principal, premium, if any, and interest on, the 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 property of any Depositor Applicable Premium, the amount deposited shall be appointed 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 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) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any public officer shall take charge Guarantor is a party or control by which the Company or any Guarantor is bound; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of any Depositor or its property or affairs for the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) notwithstanding the discharge Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent under this Indenture 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 Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable Discharge 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 to the same extent as if no discharge has occurredSection 8.8.

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors in the event of the discharge of a DepositorTrustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) all the Notes that have been 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 Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (2) (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name and at the expense of the duties which by Company and, in any case, the terms of this Agreement are required by it Company or any Subsidiary Guarantor has irrevocably deposited or caused to be undertaken or performed deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and such failure shall continue for 30 days after notice discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the 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 the 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 Trusteecancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 to the same extent as if no discharge has occurred.

Discharge. If there (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated and delivered (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) and not theretofore cancelled, or (ii) all Notes not theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be more called for redemption within one year under arrangements satisfactory to the Trustee, and the Company shall irrevocably deposit with the Trustee, as trust funds solely for the benefit of the Holders for that purpose, an amount sufficient to pay at maturity or upon redemption all of the Notes (other than one Depositorany 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, including principal, premium, if any, and interest due or to become due to such date of maturity or 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, 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 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 following provisions Trustee shall provide for satisfy and discharge this Indenture ("Discharge"); provided that the discharge of a Depositor and the liability of the Depositors in the event of the discharge 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 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered Company's obligations with respect to itthe payment of principal, or a receiver premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of the property Notes of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the 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) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 all sums due and to the same extent as if no discharge has occurredbecome due thereon.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions principal of and premium, if any, and interest 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, (c) Sections 8.05, 8.06 and 8.07 and (d) 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 provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, whether at maturity or otherwise, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of the Issuers, 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 event that name, and at the power expense, of attorney referred the Issuer, and, in the case of this clause (b), the Issuer shall have irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming deposited with the requirements Trustee as trust funds in trust solely for the benefit of said Section 8.01the 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 and non-callable Government Securities, the Depositors 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 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 Trust shall be deemed to have been unable to reach agreement with respect to action 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 taken jointly 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions shall provide for principal of and interest and premium, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal, premium, if any, and accrued interest to action 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 taken jointly 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 Depositor certificate or certificates of officers 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 to the same extent as if no discharge has occurredGeneral Partner.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of, and premium, if any, interest and Additional Interest, if any, on, such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 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 event that case of clause (1)(b) above, no Default or Event of Default has occurred and is continuing on 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors date of the Trust shall be deemed to have been unable to reach agreement with respect to action 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 taken jointly 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 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 9.08, and as more than one Depositorfully set forth in such clause (b), payments in respect of the following provisions shall provide for principal of, premium, if any, and interest on such Notes when such payments are due, (b) the discharge Issuers’ obligations with respect to such Notes under Sections 3.03, 3.04, 3.06, 3.07, 3.09 and 5.02 hereof and (c) the rights, powers, trusts, duties and immunities of a Depositor the Trustee hereunder and the liability of the Depositors Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event 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 to the date of fixed maturity or redemption; provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 4.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit (as determined in good faith by the Company) and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder 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 connection with a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Trust and thereupon Company or any of its Subsidiaries is a party or by which the Depositor which Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to action 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 taken jointly 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 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 event that case of clause (1)(b), no Default or Event of Default has occurred and is continuing on the power date of attorney referred 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 Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01each case, the Depositors 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 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 thereunder without the necessity of any other or further action on their part Notes at fixed maturity or on the part of redemption date, as the Trusteecase may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one DepositorUnless otherwise provided in a Board Resolution of the 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 following provisions shall provide Company may terminate all of its obligations under the Securities of any series and this Indenture with respect to such series (a) if all Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Securities of such series which have been replaced 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, whose 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 and which have been replaced or paid as provided in Section 2.07, and (iii) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the discharge of a Depositor Company and thereafter repaid to the liability of Company or discharged from such trust, as provided in Section 4.03 or 8.04) have been delivered to the Depositors in the event of the discharge of a DepositorTrustee for cancellation or (b) if: (a1) in the event that any Depositor shall fail to undertake Securities of such series mature within one year or perform any all of the duties which by the terms of this Agreement them are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under arrangements satisfactory to the Depositors from Trustee for giving the Trustee or if any Depositor shall become incapable notice 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 the 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 Trusteeredemption; (b2) the Company irrevocably deposits in the event that 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 be replaced within one business day by another power of attorney conforming trust with the requirements Trustee money or Government Obligations sufficient to pay principal (including any mandatory sinking fund payments) of said Section 8.01, and any interest and Additional Amounts on the Depositors of the 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 Securities of such one-day period and thereupon series to maturity or redemption, as the case may be (other Depositors shall act thereunder without than moneys paid to the necessity of any other Company or further action on their part discharged from trust in accordance with Section 4.03 or on the part of the Trustee8.04); and (c3) notwithstanding the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied 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 a Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with Company's obligations under the provisions hereof in respect of action taken or refrained from under this Agreement by the Depositors before the date Securities of such discharge or by series and this Indenture with respect to the undischarged Depositors before or after the date Securities of such discharge, as fully and to the same extent as if no discharge has occurredseries except for those surviving obligations specified above.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to action 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 taken jointly 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part Notes at fixed maturity or on the part of redemption date, as the Trusteecase may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there This Indenture and the Subsidiary Guarantees shall be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.08(a)(2), and as more than one Depositorfully set forth in such Section, payments in respect of the following provisions principal of, and interest and premium, if any, on, such Notes when such payments are due, (y) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (a) either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen, mutilated or destroyed Notes which have been replaced or paid and Notes for whose payment money 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 Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (ii) all Notes not 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 under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes which by have become due and payable) or to the terms 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 Agreement are 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 by it to be undertaken deposited with the Trustee on or performed and such failure shall continue for 30 days after notice prior to the 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 date 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 the 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 Trusteeredemption; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and 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 to the same extent as if no discharge has occurredIndenture have been complied with.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Company and the liability of Guarantors may terminate the Depositors in obligations under this Indenture and the event of the discharge of a DepositorNotes 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that Trustee for cancellation (i) have become due and payable, (ii) will become due and payable, or may be called for redemption (and arrangements satisfactory to the power Trustee for the giving of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced thereof are made with the Trustee), within one business day by another power of attorney conforming year or (iii) have been called for redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Event of Default shall have occurred and be deemed to have been unable to reach agreement with respect to action 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 taken jointly 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 instrument to which the Company is a party or by them hereunder in connection with which the Trust and thereupon Company is bound; (3) the Depositor which has revoked the power of attorney executed Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Company shall be discharged hereunder upon have delivered irrevocable instructions to the expiration of such one-day period and thereupon Trustee under this Indenture to apply the other Depositors shall act thereunder without deposited money toward the necessity of any other or further action on their part or on the part payment of the TrusteeNotes issued thereunder at maturity or the redemption date, as the case may be; and (c5) the 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 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 a Depositor of the Trust in accordance with Company’s obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.

Discharge. If there be more than one DepositorThis Indenture, the following provisions Subsidiary Guarantees and, to the extent related to the Notes and the Subsidiary Guarantees, all Collateral Agreements shall provide for be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.08(a)(2), and as more fully set forth in such Section, payments in respect of the principal of and interest, and premium, if any, on, such Notes when such payments are due, (y) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (a) either: (1) 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 event Company, have been delivered to the registrar for cancellation; or (2) all Notes that any Depositor shall fail have not been delivered to undertake the registrar for cancellation have become due and payable or perform any will become due and payable within one year by reason of the duties which by mailing of a notice of redemption or otherwise and the terms of this Agreement are required by it Company or any Subsidiary Guarantor has irrevocably deposited or caused to be undertaken or performed and such failure shall continue deposited with the Paying Agent as trust funds in trust solely for 30 days after notice to the Depositors from benefit of the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to itHolders, cash in U.S. dollars, non-callable Government Securities, or a receiver combination of the property cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any Depositor shall be appointed reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or any firm of independent public officer shall take charge or control of any Depositor or its property or affairs for accountants expressed in a written certification thereof delivered to the purpose of rehabilitationTrustee, conservation or liquidation, then such Depositor shall forthwith be to pay and shall be deemed to be discharged forever as a Depositor hereunder and thereupon discharge the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or entire Indebtedness on the part Notes not delivered to the registrar for cancellation of principal, premium, if any, and accrued interest, if any, on, the TrusteeNotes to the date of maturity or redemption; (b) in the event that the power respect of attorney referred to in clause Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power 8.08(a)(2) of attorney conforming with the requirements of said this Section 8.018.8, the Depositors of deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Trust shall be deemed to have been unable to reach agreement Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to action the borrowing of funds to be taken jointly by them hereunder applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in connection with each case the Trust and thereupon granting of Liens to secure such borrowings); (c) the Depositor which Company or any Subsidiary Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (d) the expiration Company has delivered irrevocable instructions to the Trustee, the Registrar and the Paying Agent under this Indenture to apply the deposited money toward the payment of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part Notes at maturity or on the part of redemption date, as the Trusteecase may be; and (ce) notwithstanding the Company has delivered (a) an Officers’ Certificate to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of a Depositor this Indenture (“Discharge”) have been satisfied and (b) an Opinion 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 Counsel to the same extent as if no discharge has occurredTrustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive) (a “Discharge”), the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositorwhen: (a1) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the event that any Depositor shall fail Company) have been delivered to undertake or perform any the Trustee for cancellation, or (B) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the duties which by the terms mailing of this Agreement a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under arrangements reasonably satisfactory to the Depositors from 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 or if any Depositor shall become incapable funds in trust of acting or shall have an order of relief entered with respect to itcash in U.S. dollars, non-callable U.S. Government Obligations, or a receiver combination thereof in an amount sufficient to pay and discharge the principal, premium, if any, and interest on, the 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 property of any Depositor Applicable Premium, the amount deposited shall be appointed sufficient for purposes of the 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 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) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any public officer shall take charge Guarantor is a party or control by which the Company or any Guarantor is bound; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of any Depositor or its property or affairs for the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) notwithstanding the discharge Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent under this Indenture 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 Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable Discharge 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 to the same extent as if no discharge has occurredSection 8.8.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Company and the liability of Guarantors may terminate the Depositors in obligations under this Indenture and the event of the discharge of a DepositorNotes 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that Trustee for cancellation have become due and payable by reason of the power mailing of attorney referred to in Section 8.01 shall be revoked a notice of redemption or otherwise or will become due and payable by written reason of the mailing of a notice given by an executing Depositor and it shall not be replaced of redemption or otherwise within one business day by another power of attorney conforming year and the Company has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust Holders of the Notes, cash in euros, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption; (2) no Event of Default shall have occurred and be deemed to have been unable to reach agreement with respect to action 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 taken jointly applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by them hereunder in connection with which the Trust and thereupon Company is bound; (3) the Depositor which has revoked the power of attorney executed Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Company shall be discharged hereunder upon have delivered irrevocable instructions to the expiration of such one-day period and thereupon Trustee under this Indenture to apply the other Depositors shall act thereunder without deposited money toward the necessity of any other or further action on their part or on the part payment of the TrusteeNotes issued thereunder at maturity or the redemption date, as the case may be; and (c5) the 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 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 Depositor of discharge, in the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with event the provisions hereof in respect of action taken or refrained from under this Agreement by Company becomes insolvent within the Depositors before the date of such discharge or by the undischarged Depositors before or 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 discharge, as fully and monies may be subject to the same extent as if no discharge has occurredautomatic stay of the Bankruptcy Law and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability of Guarantors may terminate the Depositors in obligations under the event of Note Documents and the discharge of Liens on the Collateral securing the Notes will be released (a Depositor“Discharge”) when: (a1) in either: (A) all Notes theretofore authenticated and delivered have been delivered to the event that any Depositor shall fail Trustee for cancellation, or (B) all such Notes not theretofore delivered to undertake or perform any the Trustee for cancellation (i) have become due and payable (including by reason of the duties which by a redemption pursuant to the terms of this Agreement Indenture as described under Section 3.7) or (ii) will become due and payable within one year or are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under irrevocable arrangements satisfactory to the Depositors from Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes (without consideration of reinvestment), not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any Depositor shall become incapable any, and interest to the Stated Maturity or date of acting redemption; (2) the Issuer has paid or shall have an order of relief entered with respect caused to itbe paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a receiver default under, any other material instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment 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 the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c) notwithstanding the 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 to the same extent as if no discharge has occurred.

Discharge. If there be more than one DepositorThe DIP Obligations and, except as otherwise provided in Paragraphs [12(b)], [12(e)], and [12(g)] hereof, the following provisions shall provide for the discharge of a Depositor and the liability obligations of the Depositors Debtors with respect to the adequate protection provided herein shall not be discharged by the entry of an order confirming any plan of reorganization in the event of the discharge of a Depositor: (a) in the event that any Depositor shall fail to undertake or perform any of the duties which by Chapter 11 Cases, notwithstanding the terms provisions of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice to the 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 section 1141(d) of the property Bankruptcy Code, unless (x) such obligations have been indefeasibly paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), on or before the effective date of any Depositor shall be appointed or any public officer shall take charge or control such plan of any Depositor or its property or affairs for the purpose of rehabilitationreorganization, 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 (y) each of the Trustee; DIP Agent, the DIP Lenders, the Prepetition Agents, and the Prepetition IPCo Indenture Trustees, as applicable, has otherwise agreed in writing or as otherwise provided herein or (bz) each of DIP Agent, the DIP Lenders, the Prepetition Agents, and the Prepetition IPCo Indenture Trustees have accepted their treatment in a plan of reorganization or liquidation as provided herein; provided, that the DIP Loans shall automatically and mandatorily convert into the Exit Term Loans upon the occurrence of the Exit Conversion (as defined in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01DIP Credit Agreement, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c“Exit Conversion”) notwithstanding the 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 DIP Credit Agreement. It shall be an Event of Default if the Debtors shall propose or support any plan of reorganization or sale of all or substantially all of the Debtors’ assets, or order confirming such plan or approving such sale, that is not (1) conditioned upon the indefeasible payment in full in cash of the DIP Obligations (other than contingent indemnification obligations for which no claim has been asserted), and the payment of the Debtors’ obligations with respect to the adequate protection provided for herein, in full in cash within a commercially reasonable period of action taken or refrained from under this Agreement by time (and in no event later than the Depositors before the effective date of such discharge plan of reorganization or by sale) or (2) on such other terms as are set forth in the undischarged Depositors before Transaction Support Agreement (a “Prohibited Plan or after Sale”), without the date written consent of such dischargeeach of the DIP Agent (acting at the direction of the Required Lenders), DIP Lenders, the Prepetition Term Agent (acting at the direction of the Required Term Lenders), the Prepetition ABL Agents, and Prepetition IPCo Indenture Trustees, as fully applicable. For the avoidance of doubt, the Debtors’ proposal or support of a Prohibited Plan or Sale, or the entry of an order with respect thereto, shall constitute an Event of Default hereunder and to under the same extent as if no discharge has occurredDIP Documents.

Discharge. If there be more than one DepositorThis Indenture, the following provisions Subsidiary Guarantees and , to the extent related to the Notes and the Subsidiary Guarantees, all Collateral Agreements shall provide for be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, and as more fully set forth in such clause (1)(b), payments in respect of the principal of and interest, premium, if any, and Additional Amounts, if any, on, such Notes when such payments are due, (y) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and the Appendix and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the requirements Paying Agent as trust funds in trust solely for the benefit of said 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, interest, if any, and Additional Amounts, if any, to the date of fixed maturity or redemption; (2) in respect of clause (1)(b) of this Section 8.018.08, the Depositors of deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Trust shall be deemed to have been unable to reach agreement Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to action the borrowing of funds to be taken jointly by them hereunder applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in connection with each case the Trust and thereupon granting of Liens to secure such borrowings); (3) the Depositor which Company or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration Company has delivered irrevocable instructions to the Trustee, the Registrar and the Paying Agent to apply the deposited money toward the payment of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part Notes at maturity or on the part of redemption date, as the Trusteecase may be; and (c5) notwithstanding the Company has delivered (a) an Officers’ Certificate to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of a Depositor this Indenture (“Discharge”) have been satisfied and (b) an Opinion 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 Counsel to the same extent as if no discharge has occurredTrustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors Trustee, as expressly provided for in this Indenture) as to all outstanding Notes and Subsidiary Guarantees when either: (1) all the event of Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes 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 discharge of a Depositor:Issuer and thereafter repaid to the Issuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable by reason of 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 pursuant to Article III and, in any 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. dollars in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the event that any Depositor shall fail to undertake opinion of a nationally recognized investment bank, appraisal firm or perform any firm of the duties which independent public accountants selected by the terms of this Agreement are required by it to be undertaken or performed Issuer and such failure shall continue for 30 days after notice delivered to the Depositors from Trustee) to pay and discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to 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 the 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 Trusteecancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Issuer has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, the Issuer must deliver an 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 Issuer’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 a Depositor of the Trust in accordance with Issuer’s obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive) (a “Discharge”), the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositorwhen: (a1) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the event that any Depositor shall fail Company) have been delivered to undertake or perform any the Trustee for cancellation, or (B) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the duties which by the terms mailing of this Agreement a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under arrangements reasonably satisfactory to the Depositors from 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 or if any Depositor shall become incapable funds in trust of acting or shall have an order of relief entered with respect to itcash in U.S. Dollars, non-callable U.S. Government Obligations, or a receiver combination thereof in an amount sufficient to pay and discharge the principal, premium, if any, and interest on, the 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 property of any Depositor Applicable Premium, the amount deposited shall be appointed 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 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) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any public officer shall take charge Guarantor is a party or control by which the Company or any Guarantor is bound; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of any Depositor or its property or affairs for the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; case may be; and (c5) notwithstanding the discharge Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent under this Indenture 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 Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable Discharge 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 to the same extent as if no discharge has occurredSection 8.8.

Discharge. If there This Indenture will cease to be more than one Depositorof 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 following provisions shall provide for expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositor: this Indenture when (a) either (i) all the Notes theretofore authenticated and delivered (other than destroyed, lost or stolen Notes which have been replaced or paid and Notes for whose payment money has been deposited 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 30 days after notice to the Depositors from trust with the Trustee or if any Depositor shall paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation or (ii) all Notes not theretofore delivered to the Trustee for cancellation (x) have become incapable due and payable, (y) will become due and payable at Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of acting or shall have an order notice of relief entered with respect to itredemption by the Trustee in the name, or a receiver and at the expense, 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 the purpose of rehabilitationCompany, 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) in the event that the power of attorney referred Company or any Guarantor has irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming deposited with the requirements of said Section 8.01, Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the Depositors of the 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 thereunder without the necessity of any other or further action on their part or entire Indebtedness on the part of Notes not theretofore delivered to the Trustee; and (c) notwithstanding Trustee for cancellation, including principal of, premium, if any, Liquidated Damages, if any, and interest on the discharge of a Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue Notes 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 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, (c) the Company or any Guarantor has paid or caused to be paid all sums payable under this Indenture by the undischarged Depositors before or after Company and any Guarantor, and (d) the date of such discharge, as fully and Company has delivered to the same extent as if no Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge has occurredof this Indenture have been complied with.

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors in the event of the discharge of a DepositorTrustee) as to all outstanding Notes when either: (a) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes 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 Issuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (1) all Notes not delivered to the Trustee for cancellation otherwise (A) have become due and payable, or (B) will become due and payable within one year and, in any 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, U.S. dollars, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the event that any Depositor shall fail to undertake opinion of a nationally recognized investment bank, appraisal firm or perform any firm of the duties which independent public accountants selected by the terms of this Agreement are required by it to be undertaken or performed Issuer and such failure shall continue for 30 days after notice delivered to the Depositors from Trustee to pay and discharge the entire Debt (including all principal and accrued interest (entirely in Cash Interest)) on the Notes not theretofore delivered to 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 the 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 Trusteecancellation; (b2) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Issuer has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c3) notwithstanding the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity. In addition, the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge 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 is 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 a Depositor of the Trust in accordance with Issuer’s obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability of Guarantors may terminate the Depositors in obligations under this Indenture and the event of the discharge of Security Documents (a Depositor“Discharge”) when: (a1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any Depositor shall fail other material instrument (other than this Indenture) to undertake which the Issuer or perform any of the duties Guarantors is a party or by which by the terms Issuer or any of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice the Guarantors is bound; (4) the Issuer has delivered irrevocable instructions to the Depositors from Trustee under this Indenture to apply 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 deposited money toward the payment 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 the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge and any redemption, if applicable, 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 discharge of a Depositor foregoing paragraph, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.2, 4.15 (as to legal existence of the Trust in accordance with this Section 8.02Issuer only), such Depositor 8.6 and 8.7 shall continue to be fully liable in accordance with survive until 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 Notes are no longer outstanding pursuant to the same extent as if last paragraph of Section 2.8. After the Notes are no longer outstanding, Section 8.6 shall survive any discharge has occurredpursuant to Section 8.8.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions principal of and interest, premium and Additional Interest, if any, on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under 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 provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming the sending of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed 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 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 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 and the Guarantors have been unable to reach agreement with respect to action paid or caused to be taken jointly paid all other sums payable by them hereunder in connection with under this Indenture; (4) the Trust and thereupon Issuers have delivered irrevocable instructions to the Depositor which has revoked Trustee to apply the power of attorney executed by it shall be discharged hereunder upon deposited money toward the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions principal of and interest, premium, if any, and Additional Interest, if any, on, such Notes when such payments are due, (b) the 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 Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming the mailing of a notice of redemption or otherwise, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal, accrued interest, premium, if any, and Additional Interest, if any, to action 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 taken jointly 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; (4) the Company and the Guarantors have paid or caused to be paid all other sums payable by them hereunder in connection with under this Indenture; (5) the Trust and thereupon Company has delivered irrevocable instructions to the Depositor which has revoked Trustee to apply the power of attorney executed by it shall be discharged hereunder upon deposited money toward the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c6) notwithstanding the Company has delivered (a) an Officers’ Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge of a Depositor this Indenture (“Discharge”) have been satisfied and (b) an Opinion 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 Counsel to the same extent as if no discharge has occurredTrustee stating that all conditions precedent to Discharge set forth in clauses (3) and (5) above have been satisfied.

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive) (a “Discharge”), the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositorwhen: (a1) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the event that any Depositor shall fail Issuer) have been delivered to undertake or perform any the Trustee for cancellation, or (B) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the duties which by the terms mailing of this Agreement a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under arrangements reasonably satisfactory to the Depositors from 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 or if any Depositor shall become incapable funds in trust of acting or shall have an order of relief entered with respect to itcash in U.S. Dollars, non-callable U.S. Government Obligations, or a receiver combination thereof in an amount sufficient to pay and discharge the principal, premium, if any, and interest on, the 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 property of any Depositor Applicable Premium, the amount deposited shall be appointed 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 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) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer or any public officer shall take charge Guarantor is a party or control by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of any Depositor or its property or affairs for the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) notwithstanding the discharge Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of a Depositor of Counsel to the Trust in accordance with this Section 8.02Trustee, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from each stating that all conditions precedent 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 Indenture relating to the same extent as if no discharge has occurredDischarge have been satisfied.

Discharge. If there 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 (1)(B) of this Section 8.09, and as more than one Depositorfully set forth in such clause (1)(B), payments in respect of the following provisions principal of and interest, premium and Special Interest, if any, on, such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under 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 Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (a1) 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 event Company, have been delivered to the Trustee for cancellation; or (B) all Notes that any Depositor shall fail have not been delivered to undertake the Trustee for cancellation have become due and payable or perform any will become due and payable within one year by reason of the duties which by mailing of a notice of redemption or otherwise, and the terms of this Agreement are required by it Company or any Guarantor has irrevocably deposited or caused to be undertaken or performed and such failure shall continue for 30 days after notice to the Depositors from deposited with the Trustee or if any Depositor shall become incapable as trust funds in trust solely for the benefit of acting or shall have an order of relief entered with respect to itthe Holders, cash in U.S. dollars, non-callable Government Securities, or a receiver combination of the property cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any Depositor shall be appointed or any public officer shall take charge or control reinvestment of any Depositor or its property or affairs for interest, to pay and discharge the 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 entire indebtedness on the part of Notes not delivered to the Trustee; (b) in the event that the power of attorney referred Trustee for cancellation for principal, accrued interest, premium, if any, and Special Interest, if any, to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 fixed maturity or by the undischarged Depositors before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.redemption;

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, the following provisions which shall provide for the discharge of a Depositor survive until all Notes have been canceled, and the liability rights, protections, indemnities and immunities of the Depositors in the event of the discharge of a DepositorTrustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) all the Notes that have been 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 Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (2) (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name and at the expense of the duties which by Company and, in any case, the terms of this Agreement are required by it Company or any Subsidiary Guarantor has irrevocably deposited or caused to be undertaken or performed deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and such failure shall continue for 30 days after notice discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the 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 the 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 Trusteecancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 to the same extent as if no discharge has occurred.

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive) (a “Discharge”), the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositorwhen: (a1) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the event that any Depositor shall fail Company) have been delivered to undertake or perform any the Trustee for cancellation, or (B) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the duties which by the terms mailing of this Agreement a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under arrangements reasonably satisfactory to the Depositors from 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 or if any Depositor shall become incapable funds in trust of acting or shall have an order of relief entered with respect to itcash in U.S. dollars, non-callable U.S. Government Obligations, or a receiver combination thereof in an amount sufficient to pay and discharge the principal, premium, if any, and interest on, the Notes to the Stated Maturity thereof or the date of redemption, as the case may be; (2) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment 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 the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) notwithstanding the discharge Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent under this Indenture 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 Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable Discharge 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 to the same extent as if no discharge has occurredSection 8.8.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability of Guarantors may terminate the Depositors in the event of the discharge of obligations under this Indenture (a Depositor“Discharge”) when: (a1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one (1) year or are to be called for redemption within one (1) year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to, but not including, the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the terms of this Agreement are required Issuer; (3) the deposit will not result in a material breach or violation of, or constitute a material default under, any other material instrument to which the Issuer or any Guarantor is a party or by it to be undertaken which the Issuer or performed and such failure shall continue for 30 days after notice any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Depositors from Trustee under this Indenture to apply 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 deposited money toward the payment 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 the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) notwithstanding the discharge Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of a Depositor of Counsel reasonably acceptable to the Trust in accordance with this Section 8.02Trustee, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from each stating that all conditions precedent 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 Indenture relating to the same extent as if no discharge has occurredDischarge have been satisfied.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and interest and premium, if any, on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed 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 to the date of fixed maturity or redemption; (2) the Issuers or any Guarantor have been unable to reach agreement with respect to action paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositor: (i) either (a) all such 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 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 Trustee and such failure shall continue for 30 days after notice thereafter repaid to the Depositors Company or discharged from such trust) have been delivered to the Trustee for cancellation; 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 the 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) in all such Notes not theretofore delivered to the event that Trustee for cancellation have become due and payable by their terms and the power of attorney referred Company has irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming deposited with the requirements Trustee funds in an amount of said Section 8.01, money in U.S. dollars sufficient to pay and discharge the Depositors of the 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 thereunder without the necessity of any other or further action on their part or entire indebtedness on the part of Notes not theretofore delivered to the Trustee; and (c) notwithstanding Trustee for cancellation, for the discharge of a Depositor of the Trust in accordance with this Section 8.02principal amount, such Depositor shall continue premium, if any, accrued and unpaid interest, and Liquidated Damages, if any, 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 deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof; (ii) the Company has paid all other sums payable by it under this Indenture; and (iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes (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 Company 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 complied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the undischarged Depositors before Trustee in relation thereto or after in carrying out the date provisions of such dischargethis Indenture, as fully the Trustee will satisfy and discharge this Indenture ("Discharge"); provided that the Company's obligations with respect to the payment of principal, premium, if any, interest and Liquidated Damages, if any, 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 the same extent as if no discharge has occurredbecome due thereon.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions shall provide for principal of, premium, if any, and interest on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event 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 to the date of fixed maturity or redemption; provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit (as determined in good faith by the Company) and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder 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 connection with a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Trust and thereupon Company or any of its Subsidiaries is a party or by which the Depositor which Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one DepositorSection 8.01 of the Base Indenture shall not apply to, and have no force and effect with respect to, the following provisions shall provide for the discharge of a Depositor Notes and the liability any reference to Section 8.01 of the Depositors in the event of the discharge 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 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered Base Indenture with respect to it, or a receiver of the property of any Depositor Notes shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be superseded by 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 any surviving rights of registration of transfer or exchange of the Notes expressly provided for, rights under Section 2.08 of the Base Indenture, and the right to receive payment pursuant to Section 8.02 of the 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 First Supplemental Indenture, when (1) either (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen 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 Company or discharged forever from such trust, as provided in Section 2.05 of the Base Indenture) have been delivered to the Trustee for cancellation; or (B) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable, and the Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in cash and/or (in the case of conversion) shares of Common Stock sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to 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 Depositor hereunder and thereupon petition for relief under the remaining Depositors shall act hereunder without the necessity of Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or further action on its part state bankruptcy, insolvency or on other similar law, is filed with respect to the part Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the TrusteeCompany under this First Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (b2) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly paid all other sums payable hereunder 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 thereunder without the necessity of any other or further action on their part or on the part of the TrusteeCompany; and (c3) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of a Depositor this First Supplemental Indenture have been complied 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 Trust Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with the provisions hereof case of the Redemption Date in respect of action taken 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 refrained from under this Agreement by the Depositors before the date convert all of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and to the same extent as if no discharge has occurredtheir Notes.

Discharge. If there This Indenture will cease to be more than one Depositorof 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 following provisions shall provide for expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture as to all Floating Rate Notes or Fixed Rate Notes, as the liability of the Depositors in the event of the discharge of a Depositor:case may be, when (a) either (i) all such Notes theretofore authenticated and delivered (except destroyed, lost or stolen Notes which have been replaced or paid or Notes whose payment money has been deposited 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 30 days after notice to the Depositors from trust with the Trustee or if any Depositor shall paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation or (ii) all such Notes not theretofore delivered to the Trustee for cancellation (x) have become incapable due and payable, (y) will become due and payable at Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of acting or shall have an order notice of relief entered with respect to itredemption by the Trustee in the name, or a receiver and at the expense, 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 the 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 TrusteeCompany; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, Additional Interest, if any, and interest on the Notes to the date of such deposit (in the event that case of Notes which have become due and payable) or to 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 be replaced within one business day by another power of attorney conforming with Stated Maturity or redemption date, as the requirements of said Section 8.01, case may be; (c) the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company or any Guarantor has paid or caused to be taken jointly paid all sums payable under this Indenture by them hereunder in connection with the Trust Company 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 thereunder without the necessity of any other or further action on their part or on the part of the TrusteeGuarantor; and (cd) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with and (ii) such satisfaction and discharge will not result in a Depositor of breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Trust in accordance with this Section 8.02Company, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken any Guarantor or refrained from under this Agreement by the Depositors before the date of such discharge any Subsidiary is a party or by which the undischarged Depositors before Company, any Guarantor or after the date of such discharge, as fully and to the same extent as if no discharge has occurredany Subsidiary is bound.

Discharge. If there the Issuer shall pay or cause to be more than one Depositorpaid from the Pledged Revenues the principal, premium, if any, and interest due or to become due on the following 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 provide 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 requisite to cancel and 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 discharge of a Depositor and the liability payment of the Depositors in the event principal of, premium, if any, and interest on unpresented Bonds. Any Bonds shall be deemed to be paid when payment of the discharge principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due 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 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 deposit is made. At such time as a DepositorBond 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 clause (b) of the immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) in the event that any Depositor The deposit shall fail to undertake or perform any of the duties which by have been made under the terms of this Agreement are required by it to be undertaken or performed an escrow trust agreement in form and such failure shall continue for 30 days after notice substance satisfactory to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered consistent herewith and a verification report with respect to it, or a receiver the sufficiency of the property of any Depositor such deposit prepared by an independent certified public accountant shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed have been delivered 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) in In the event that case of an escrow trust deposit with respect to Bonds subject to redemption prior to maturity at the power option of attorney referred the Borrower, the Borrowers shall have delivered an irrevocable Borrower’s Certificate designating when such Bonds are to in Section 8.01 shall be revoked by written 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 given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with meeting the requirements of said Section 8.012.08 and stating that such Bonds are being redeemed from a deposit made pursuant to this Section 2.23 shall either (i) have been given, or (ii) shall have been provided for by delivery to the Depositors Trustee of irrevocable instructions for the giving of such notice; (d) The Trustee shall have been furnished with an opinion of Bond Counsel to the effect that the payment of the Trust shall be deemed to have been unable to reach Bonds in accordance with said escrow trust agreement with respect to action will not adversely affect the excludability from gross income of the Bondowners for federal income tax purposes and will not cause the Bonds 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 thereunder without the necessity of any other or further action on their part or on the part classified as “arbitrage bonds” under Section 148 of the TrusteeCode; and (ce) notwithstanding The Trustee shall have covenanted to give notice of such deposit to the discharge Bondowner of a Depositor each Bond outstanding at the address shown on the Bond Register. All moneys or Defeasance 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 payment of the Trust particular Bonds (including interest and premium thereon, if any) with respect to which such moneys and Defeasance Obligations have been so set aside in accordance trust. If moneys or Defeasance Obligations have been deposited or set aside with the Trustee pursuant to this Article for the payment of Bonds and the interest and premium, if any, thereon and such Bonds and the interest and premium, if any, thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Section 8.02, such Depositor 2.23 shall continue to be fully liable in accordance with made without the provisions hereof in respect consent of action taken or refrained from under this Agreement by the Depositors before Bondowner of each of the date of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and to the same extent as if no discharge has occurred.Bonds affected thereby. ARTICLE III

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ and the Guarantors’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 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, in the event opinion of a nationally recognized firm of independent public accountants (in the case of non-callable Government Securities), 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 (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there Section 401 of the Base Indenture is hereby replaced as follows: This Supplemental Indenture shall upon Company Request cease to be more of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes expressly provided for, rights under Section 306 of the Base Indenture, and the right to receive payment pursuant to Section 402(a) 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 Supplemental Indenture, when (1) either (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen 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 Company or discharged from such trust, as provided in Section 1003 of the Base Indenture) have been delivered to the Trustee for cancellation; or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Maturity Date within one Depositoryear, or (iii) are to be called for redemption within one year under arrangements satisfactory to the following provisions shall provide Trustee for the discharge giving of a Depositor notice of redemption by the Trustee in the name, and at the expense, of the Company, or (iv) have been converted (and the liability related Settlement Amounts have been determined), and the Company, in the case of (i), (ii), (iii) or (iv) above, has deposited or caused to be deposited with the Depositors Trustee as trust funds in trust for the purpose an amount in cash and/or (in the case of conversion) shares of Common Stock sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to 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 of a petition for relief under the discharge of a Depositor: (a) in the event that Federal bankruptcy laws, as now or hereafter constituted, or any Depositor shall fail to undertake other applicable Federal or perform any of the duties which by the terms of this Agreement are required by it to be undertaken state bankruptcy, insolvency or performed and such failure shall continue for 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered other similar law, is filed with respect to itthe Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, or a receiver the obligations of the property of any Depositor Company under this Supplemental Indenture with respect to such Notes shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall not be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other terminated or further action on its part or on the part of the Trusteedischarged; (b2) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly paid all other sums payable hereunder 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 thereunder without the necessity of any other or further action on their part or on the part of the TrusteeCompany; and (c3) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of a Depositor this Supplemental Indenture have been complied 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 Trust Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with the provisions hereof case of the Redemption Date in respect of action taken 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 refrained from under this Agreement by the Depositors before the date convert all of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and to the same extent as if no discharge has occurredtheir Notes.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not 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 (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 event that case of clause (1)(b) of this Section 8.08, no Default or Event of Default has occurred and is continuing on the power date of attorney referred 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 Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01each case, the Depositors 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 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 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 thereunder without the necessity of any other or further action on their part Notes at fixed maturity or on the part of redemption date, as the Trusteecase may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability Guarantors may terminate the obligations under this Indenture (except certain surviving rights of the Depositors in Trustee and the event of Collateral Agent and the discharge of Company’s and Guarantors’ obligations with respect thereto) (a Depositor“Discharge”) when: (a1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, Applicable Premium or any other premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have been complied with and that such Discharge is authorized and permitted by the terms of this Agreement are required by it hereof and the Security Documents. The Issuer may elect, at its option, to be undertaken or performed and such failure shall continue for 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered its obligations discharged 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 the 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) in the event outstanding Notes. Such legal defeasance means that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall Issuer will be deemed to have been unable paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to reach agreement 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 action to be taken jointly by them hereunder 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 connection with trust, (3) the Trust rights, powers, trusts, duties 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 thereunder without the necessity of any other or further action on their part or on the part immunities of the Trustee; , (4) the Company’s right of optional redemption, and (c5) notwithstanding the discharge defeasance provisions 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 to the same extent as if no discharge has occurredIndenture.

Discharge. If there be more than one Depositor, The Issuer may terminate the following provisions shall provide for the discharge obligations of a Depositor it and the liability Guarantors under this Indenture with respect to any series of the Depositors in the event Securities, and, with respect to such series of the discharge Securities, this Indenture, except for Sections 7.7, 8.5 and 8.7 thereof, shall cease to be of a Depositorfurther effect, when: (ai) either: (1) all Securities of such series theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (2) all Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable within one year or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which by Issuer, and the terms of this Agreement are required by it Issuer has irrevocably deposited or caused to be undertaken deposited with the Trustee (1) money in an amount, (2) non-callable Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash sufficient to pay at the Stated Maturity or performed Redemption Date, or (3) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bankers, to pay and discharge the entire indebtedness on the Securities of such failure shall continue for 30 days after notice series, not therefore delivered to the Depositors from Trustee for cancellation, for principal of, premium, if any, and interest to the Trustee Stated Maturity or if any Depositor shall become incapable of acting Redemption Date (the “Deposited Funds”); (ii) the Issuer has paid or shall have an order of relief entered caused to be all other sums then due and payable under this Indenture with respect to it, or a receiver such series of Securities by the Issuer; (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the Deposited Funds toward the payment of the property Securities of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the 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 series at Stated Maturity or on the part of Redemption Date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (civ) notwithstanding the discharge Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of a Depositor of the Trust in accordance with this Section 8.02Counsel, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from each stating that all conditions precedent 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 Indenture relating to the same extent as if no discharge has occurredDischarge have been complied with.”

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of, and premium, if any, interest and Additional Interest, if any, on, such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties, indemnities and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 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 event that case of clause (1)(b) above, no Default or Event of Default has occurred and is continuing on 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors date of the Trust shall be deemed to have been unable to reach agreement with respect to action 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 taken jointly 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 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability of Note Guarantors may terminate the Depositors in the event of the discharge of obligations under this Indenture (a Depositor“Discharge”) when: (a) either: (A) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation, or (B) all such Notes not 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 or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which Issuer, and 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 of the Notes, in U.S. dollars, in cash, in securities issued or directly and fully guaranteed or insured by the terms United States or any agency or instrumentality thereof (provided that the full faith and credit of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to itUnited States is pledged in support thereof), or a receiver of combination thereof, in an amount sufficient to pay and discharge 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 the 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 entire indebtedness on the part Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of the Trusteeredemption; (b) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (c) the deposit will not result in a breach or violation of, or constitute a default under any material instrument (other than this Indenture) to which the event that Issuer or any Note Guarantor is a party or by which the power of attorney referred Issuer or any Note Guarantor is bound; (d) the Issuer has delivered irrevocable instructions to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, Trustee under this Indenture to apply the Depositors deposited money toward the payment of the 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 thereunder without the necessity of any other or further action on their part Notes at maturity or on the part of redemption date, as the Trusteecase may be; and (ce) notwithstanding the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to satisfaction and 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 to the same extent as if no discharge has occurredIndenture have been satisfied.

Discharge. If there be more than one DepositorThis Indenture, the following provisions Subsidiary Guarantees and, to the extent related to the Notes and the Subsidiary Guarantees, all Collateral Agreements shall provide for be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in ‎Section 8.08(a)(2), and as more fully set forth in such Section, payments in respect of the principal of and interest, and premium, if any, on, such Notes when such payments are due, (y) the Company’s obligations with respect to such Notes under Sections ‎2.03, ‎2.04, ‎2.05, ‎2.06, ‎2.07, ‎2.10, ‎4.02 and the Appendix and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (a) either: (1) 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 event Company, have been delivered to the registrar for cancellation; or (2) all Notes that any Depositor shall fail have not been delivered to undertake the registrar for cancellation have become due and payable or perform any will become due and payable within one year by reason of the duties which by mailing of a notice of redemption or otherwise and the terms of this Agreement are required by it Company or any Subsidiary Guarantor has irrevocably deposited or caused to be undertaken or performed and such failure shall continue deposited with the Paying Agent as trust funds in trust solely for 30 days after notice to the Depositors from benefit of the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to itHolders, cash in U.S. dollars, non-callable Government Securities, or a receiver combination of the property cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any Depositor shall be appointed or any public officer shall take charge or control reinvestment of any Depositor or its property or affairs for interest, to pay and discharge the 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 entire Indebtedness on the part Notes not delivered to the registrar for cancellation of principal, premium, if any, and accrued interest, if any, on, the Trustee; Notes to the date of maturity or redemption; (b) in the event that the power respect of attorney referred to in clause ‎Section 8.08(a)(2) of this Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.018.8, the Depositors of deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Trust shall be deemed to have been unable to reach agreement Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to action the borrowing of funds to be taken jointly by them hereunder applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in connection with each case the Trust and thereupon the Depositor which has revoked the power granting of attorney executed by it shall be discharged hereunder upon the expiration of Liens to secure such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 to the same extent as if no discharge has occurred.borrowings);

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors Trustee, as expressly provided for in this Indenture) as to all outstanding Notes and Subsidiary Guarantees when either: (1) all the event of Notes that have been 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 discharge of a Depositor:Issuer and thereafter repaid to the Issuer or discharged from such trust), have been delivered to the Trustee for cancellation; or (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable by reason of 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 pursuant to Article III and, in any 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. dollars in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the event that any Depositor shall fail to undertake opinion of a nationally recognized investment bank, appraisal firm or perform any firm of the duties which independent public accountants selected by the terms of this Agreement are required by it to be undertaken or performed Issuer and such failure shall continue for 30 days after notice delivered to the Depositors from Trustee) to pay and discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to 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 the 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 Trusteecancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Issuer has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the discharge of a Depositor Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Trust Notes at maturity or on the date of redemption, as the case may be; provided that if such redemption is made as provided in accordance with this Section 8.023.7(a), such Depositor shall continue to (x) the amount of funds that must be fully liable in accordance with the provisions hereof in respect irrevocably deposited will be determined using an assumed Applicable Premium calculated as of action taken or refrained from under this Agreement by the Depositors before the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited the Applicable Premium Deficit in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date (it being understood that any satisfaction and discharge or by shall be subject to the undischarged Depositors before or after condition subsequent that such Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the date Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge. In addition, as fully the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the same extent as if Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Issuer’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge has occurredpursuant 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 Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors Trustee) as to all outstanding Notes and Note Guarantees when either: (1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes 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 event of Company and thereafter repaid to the discharge of a Depositor:Company or discharged from this trust), have been delivered to the Trustee for cancellation; or (2) (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to Article III and, in any case, the 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 in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the event that 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 Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation; (b) the Company or any Depositor shall fail Subsidiary Guarantor has paid or caused to undertake or perform any be paid all other sums payable by the Company under this Indenture; and (c) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment 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 30 days after notice to the 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 the 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 Notes at maturity or on the part date of redemption, as the case may be. In addition, the Company must deliver an 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 Trustee; (b) in the event that the power Officer’s Certificate and Opinion of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01Counsel, the Depositors of the Trust Trustee, upon written request, shall be deemed to have been unable to reach agreement with respect to action to be taken jointly by them hereunder acknowledge 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding writing the discharge of a Depositor of the Trust in accordance with Company’s obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of, and premium, if any, interest and Additional Interest, if any, on, such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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) in the event that case of clause (1)(b) above, no Default or Event of Default has occurred and is continuing on 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors date of the Trust shall be deemed to have been unable to reach agreement with respect to action 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 taken jointly 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 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one DepositorThis Indenture, the following provisions Guarantees and, to the extent related to the Notes and the Guarantees, all Collateral Documents shall provide for be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, and as more fully set forth in such clause (1)(b), payments in respect of the principal of and interest, premium, if any, and Additional Amounts, if any, on, such Notes when such payments are due, (y) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and the Appendix and (z) the rights of the Trustee and each Agent under Section 7.06 and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the requirements Paying Agent as trust funds in trust solely for the benefit of said 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 of principal, premium and Additional Amounts, if any, and accrued interest, if any, on the Notes to the date of maturity or redemption; (2) in respect of clause (1)(b) of this Section 8.018.08, the Depositors of deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Trust shall be deemed to have been unable to reach agreement Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to action the borrowing of funds to be taken jointly by them hereunder applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to such other instrument, and in connection with each case the Trust and thereupon granting of Liens to secure such borrowings); (3) the Depositor which Company or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part Notes at maturity or on the part of redemption date, as the Trusteecase may be; and (c5) notwithstanding the Company has delivered (a) an Officers’ Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge of a Depositor this Indenture (“Discharge”) have been satisfied and (b) an Opinion 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 Counsel to the same extent as if no discharge has occurredTrustee stating that all conditions precedent to Discharge have been satisfied.

Discharge. If the Issuer shall pay or cause to be paid, or there shall be more than one Depositorotherwise paid, or provision shall be made for the payment of, the following provisions shall provide for principal, premium, if any, and interest due or to become due on the discharge of a Depositor Bonds at the times and the liability of the Depositors in the event of manner stipulated therein, and if the discharge of a Depositor: (a) Issuer shall not then be in the event that any Depositor shall fail to undertake or perform default under any of the duties which other covenants and promises in such Bonds and this Indenture to be kept, performed and observed by it or on its part, and if the Issuer shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof or of the Bonds and of the Loan Agreement, then, except for the rights of the Trustee under Section 8.2 hereof, these presents and the interests in the Trust Estate and rights hereby granted shall cease, determine and be void, and the Trustee shall take such actions as may be required by the terms Issuer to evidence the cancellation and discharge of the lien of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice to the 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 the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and Indenture. Any Bond shall be deemed to be discharged forever paid within the meaning of this Article VI and for all purposes of this Indenture when (i) payment of the principal of and the applicable redemption premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in this Indenture, or otherwise), shall have been provided to the Trustee by irrevocably depositing with the Trustee, in trust, and the Trustee shall have irrevocably set aside exclusively for such payment, any combination of (1) funds provided by the Borrower sufficient to make such payment, and/or (2) Government Obligations (purchased with such funds) not subject to redemption or prepayment and maturing as to principal and interest in such amounts and at such times as will, in the written opinion of a Depositor hereunder and thereupon firm of nationally recognized independent certified public accountants delivered to the remaining Depositors shall act hereunder Trustee, provide sufficient moneys, without the necessity reinvestment of any other matured amounts, to make such payment without reinvestment (and there shall be no such reinvestment); (ii) the Trustee shall have been given irrevocable written instructions to call all outstanding Bonds for redemption on a date certain, if such Bonds are to be called for redemption prior to maturity; (iii) the Trustee shall have received a Favorable Opinion of Bond Counsel; and (iv) all necessary and proper fees, compensation, expenses and indemnities of the Trustee and the Tender Agent pertaining to the Bonds shall have been paid or further action on its part or on the part payment thereof provided for to the satisfaction of the Trustee; (b) . Prior to the defeasance of Bonds in a Daily Rate or a Weekly Rate, the event that the power of attorney referred to in Section 8.01 Borrower shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors required to effect a conversion of the Trust shall be deemed Bonds to have been unable a Flexible Rate or a Term Rate having a term equal 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 greater than the date of such discharge or by redemption contained in the undischarged Depositors before or after the date of such discharge, as fully and notice set forth in (ii) above. Prior to the same extent as if no discharge has occurred.defeasance of Bonds having a Term Rate which have Term Rate Periods shorter than the redemption date contained in the notice set forth in (ii) above, the Borrower shall be required to effect a conversion of the Bonds to a Flexible Rate or to a Term Rate having a term equal to or greater than the redemption date set forth in (ii) above. Prior to the defeasance of Bonds having a Term Rate, the

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, which shall survive until all Notes have been canceled, and the rights, protections and immunities of the Trustee, as expressly provided for in this Indenture) as to all outstanding Notes, the following provisions shall provide for the discharge of a Depositor Parent Guarantee and the liability of the Depositors in the event of the discharge of a Depositor:all Subsidiary Guarantees when (a) either: (1) all the Notes that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (2) (a) all Notes not delivered to the Trustee for cancellation (i) have become due and payable by reason of 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 irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name and at the expense of the duties which by Issuer and, in any case, the terms of this Agreement are required by it Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be undertaken or performed deposited with the Trustee funds in an amount sufficient, without consideration of any reinvestment of interest, to pay and such failure shall continue for 30 days after notice discharge the entire Debt on the Notes not theretofore delivered to the Depositors from the Trustee or for cancellation, for principal of, premium, if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to itany, 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 the 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 interest on the part Notes to the date of maturity or redemption, together with all other amounts due under the TrusteeIndenture; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Issuer or any Subsidiary Guarantor has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the discharge of a Depositor Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited funds toward the payment of the Trust Notes at maturity or on the date of redemption, as the case may be; provided that if such redemption is made as provided in accordance with this Section 8.023.7(a), such Depositor shall continue to (x) the amount of funds that must be fully liable in accordance with the provisions hereof in respect irrevocably deposited will be determined using an assumed Applicable Premium calculated as of action taken or refrained from under this Agreement by the Depositors before the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited the Applicable Premium Deficit in trust on or prior to the redemption date as necessary to pay the Applicable Premium as determined by such date (it being understood that any satisfaction and discharge or by shall be subject to the undischarged Depositors before or after condition subsequent that such Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the date Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge. In addition, as fully the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the same extent as if Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Issuer’s, Holdings’ and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge has occurredpursuant 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 Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Discharge. If there be more than one Depositor, The Issuer may terminate the following provisions shall provide for the discharge obligations of a Depositor it and the liability Guarantors under this Indenture with respect to either Series of the Depositors in the event Notes, and, with respect to such Series of the discharge Notes, this Indenture, except for Sections 7.7, 8.5 and 8.7 hereof, shall cease to be of a Depositorfurther effect, when: (a1) either: (A) all Notes of such Series theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all Notes of such Series not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which by Company, and the terms of this Agreement are required by it Company has irrevocably deposited or caused to be undertaken or performed deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes of such failure shall continue for 30 days after notice Series, not theretofore delivered to the Depositors from Trustee for cancellation, for principal of, premium, if any, and interest to the Trustee Stated Maturity or if any Depositor shall become incapable date of acting redemption; (2) the Issuer has paid or shall have an order of relief entered caused to be paid all other sums then due and payable under this Indenture with respect to itsuch Series of Notes by the Issuer; (3) the deposit will not result in a breach or violation of, or constitute a receiver default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the property Notes of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the 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 Series at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) notwithstanding the discharge Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of a Depositor of Counsel reasonably acceptable to the Trust in accordance with this Section 8.02Trustee, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from each stating that all conditions precedent 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 Indenture relating to the same extent as if no discharge has occurredDischarge have been complied with.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Company and the liability of Guarantors may terminate the Depositors in obligations under this Indenture and the event of the discharge of a DepositorNotes 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that Trustee for cancellation have become due and payable by reason of the power mailing of attorney referred to in Section 8.01 shall be revoked a notice of redemption or otherwise or will become due and payable by written reason of the mailing of a notice given by an executing Depositor and it shall not be replaced of redemption or otherwise within one business day by another power of attorney conforming year and the Company has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will 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 thereunder sufficient without the necessity consideration of any other or further action on their part or reinvestment of interest, to pay and discharge the entire Indebtedness on the part of Notes not delivered to the Trustee; and (c) notwithstanding the discharge of a Depositor of the Trust in accordance with this Section 8.02Trustee for cancellation for principal, such Depositor shall continue premium and Additional Interest, if any, and accrued interest 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 maturity or by the undischarged Depositors before or after redemption; (2) no Event of Default shall have occurred and 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 dischargedeposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, as fully and or constitute a default under, any other material instrument to which the same extent as if no discharge has occurred.Company is a party or by which the Company is bound; (3) the Company shall have paid or caused to be paid all sums payable by it under this Indenture;

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions principal of and interest, premium, if any, 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), and the Trustee, at the expense of the Issuers, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (1) either: (a) all Notes that have been authenticated, except lost, wrongfully taken or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming 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 requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed 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 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 and the Guarantors have been unable to reach agreement with respect to action paid or caused to be taken jointly paid all other sums payable by them hereunder in connection with under this Indenture; (4) the Trust and thereupon Issuers have delivered irrevocable instructions to the Depositor which has revoked Trustee to apply the power of attorney executed by it shall be discharged hereunder upon deposited money toward the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one DepositorSection 8.01 of the Base Indenture shall not apply to, and have no force and effect with respect to, the following provisions shall provide for the discharge of a Depositor Notes and the liability any reference to Section 8.01 of the Depositors in the event of the discharge 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 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered Base Indenture with respect to it, or a receiver of the property of any Depositor Notes shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be superseded by 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 any surviving rights of registration of transfer or exchange of the Notes expressly provided for, rights under Section 2.08 of the Base Indenture, and the right to receive payment pursuant to Section 8.02 of the 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 Second Supplemental Indenture, when (1) either (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen 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 Company or discharged forever from such trust, as provided in Section 2.05 of the Base Indenture) have been delivered to the Trustee for cancellation; or (B) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable, and the Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in cash or (in the case of conversion) cash, shares of Common Stock or a Depositor hereunder combination thereof, as applicable, sufficient to pay and thereupon discharge the remaining Depositors shall act hereunder without entire indebtedness on such Notes not theretofore delivered to the necessity Trustee for cancellation, for Accreted Principal Amount and interest, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to 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 further action on its part state bankruptcy, insolvency or on other similar law, is filed with respect to the part Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the TrusteeCompany under this Second Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (b2) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly paid all other sums payable hereunder 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 thereunder without the necessity of any other or further action on their part or on the part of the TrusteeCompany; and (c3) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of a Depositor this Second Supplemental Indenture have been complied 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 Trust Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with the provisions hereof case of the Redemption Date in respect of action taken 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 refrained from under this Agreement by the Depositors before the date convert all of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and to the same extent as if no discharge has occurredtheir Notes.

Discharge. If there be more than one DepositorThis Indenture, the following provisions Note Guarantees and all Collateral Agreements shall provide for be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(b) of this Section 8.08, and as more fully set forth in such clause (1)(b), payments in respect of the principal of and interest, premium, if any, and Additional Amounts, if any, on, such Notes when such payments are due, (y) the Issuer’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and the Appendix and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Issuer’s obligations in connection therewith), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuer, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming the mailing of a notice of redemption or otherwise and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the requirements Paying Agent as trust funds in trust solely for the benefit of said 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, interest, if any, and Additional Amounts, if any, to the date of fixed maturity or redemption; (2) in respect of clause (1)(b) of this Section 8.018.08, the Depositors of deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Trust shall be deemed to have been unable to reach agreement Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to action the borrowing of funds to be taken jointly by them hereunder applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in connection with each case the Trust and thereupon granting of Liens to secure such borrowings); (3) the Depositor which Issuer or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration Parent or the Issuer has delivered irrevocable instructions to the Trustee, the Registrar and the Paying Agent to apply the deposited money toward the payment of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part Notes at maturity or on the part of redemption date, as the Trusteecase may be; and (c5) notwithstanding the Parent has delivered (a) an Officers’ Certificate to the Trustee, the Registrar and the Paying Agent stating that all conditions precedent to satisfaction and discharge of a Depositor this Indenture (“Discharge”) have been satisfied and (b) an Opinion 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 Counsel to the same extent as if no discharge has occurredTrustee, the Registrar and the Paying Agent stating that all conditions precedent to Discharge have been satisfied.

Discharge. If there This Indenture and the Subsidiary Guarantees shall be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.08(a)(2), and as more than one Depositorfully set forth in such Section, payments in respect of the following provisions principal of, and interest and premium, if any, on, such Notes when such payments are due, (y) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (a) either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen, mutilated or destroyed Notes which have been replaced or paid and Notes for whose payment money 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 Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (ii) all Notes not 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 under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which by Company, and the terms of this Agreement are required by it Company has irrevocably deposited or caused to be undertaken or performed deposited with the Trustee funds in an amount sufficient to pay and such failure shall continue for 30 days after notice discharge the entire Indebtedness on the Notes not theretofore delivered to the Depositors Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of 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 if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to itredemption, or a receiver of as 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 the 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 Trusteecase may be; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and 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 to the same extent as if no discharge has occurredIndenture have been complied with.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuers and the liability of Guarantors, if any, may terminate the Depositors in obligations under this Indenture and the event of Notes and the discharge of a DepositorGuarantees, as applicable, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that Trustee for cancellation have become due and payable by reason of the power mailing of attorney referred to in Section 8.01 shall be revoked a notice of redemption or otherwise or will become due and payable by written reason of the mailing of a notice given by an executing Depositor and it shall not be replaced of redemption or otherwise within one business day by another power of attorney conforming year and the Company has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default shall have occurred and be deemed to have been unable to reach agreement with respect to action 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 taken jointly by them hereunder applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in connection with each case 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 thereunder without the necessity grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or further action on their part by which the Company is bound; (3) the Company shall have paid or on caused to be paid all sums payable by the part Issuers under this Indenture; (4) the Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the TrusteeNotes issued thereunder at maturity or the redemption date, as the case may be; and (c5) the Company shall have delivered an Officers’ Certificate and an Opinion of Counsel in the United States to the Trustee stating that all conditions precedent to satisfaction and 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 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 Depositor of discharge, in the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with event the provisions hereof in respect of action taken or refrained from under this Agreement by Company becomes insolvent within the Depositors before the date of such discharge or by the undischarged Depositors before or 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 discharge, as fully and monies may be subject to the same extent as if no discharge has occurredautomatic stay of the Bankruptcy Law and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not 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 (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c) hereof, (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part Notes at fixed maturity or on the part of redemption date, as the Trusteecase may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuers and the liability of Guarantors may terminate the Depositors in obligations under this Indenture and the event of the discharge of a DepositorNotes 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that Trustee for cancellation have become due and payable by reason of the power mailing of attorney referred to in Section 8.01 shall be revoked a notice of redemption or otherwise or will become due and payable by written reason of the mailing of a notice given by an executing Depositor and it shall not be replaced of redemption or otherwise within one business day by another power of attorney conforming year and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be deemed 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 and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no 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 instrument to which the Issuers or any Restricted Subsidiary is a party or by which the Issuers or any Restricted Subsidiary are bound; (3) the Issuers or any Guarantor have been unable to reach agreement with respect to action paid or caused to be taken jointly paid all sums payable 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. (5) In addition, the Issuers must deliver an Officer’s 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 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 Depositor of discharge, in the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with event the provisions hereof in respect of action taken or refrained from under this Agreement by Issuers become insolvent within the Depositors before the date of such discharge or by the undischarged Depositors before or 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 discharge, as fully and monies may be subject to the same extent as if no discharge has occurredautomatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuers’ estate.

Discharge. If there 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 (1)(B) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(B), payments in respect of the principal of and interest and premium, if any, on such Notes when such payments are due, (b) the 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, (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 following provisions of Section 8.06 and 8.09 hereof; and (d) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (a1) either: (A) all Notes that have been authenticated, except lost, 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 event Company, have been delivered to the Trustee for cancellation; or (B) all Notes that any Depositor shall fail have not been delivered to undertake the Trustee for cancellation have become due and payable or perform any will become due and payable within one year by reason of the duties which by mailing of a notice of redemption or otherwise, and either the terms of this Agreement are required by it Company or any Guarantor has irrevocably deposited or caused to be undertaken or performed and such failure shall continue for 30 days after notice to the Depositors from deposited with the Trustee or if any Depositor shall become incapable as trust funds in trust solely for the benefit of acting or shall have an order of relief entered with respect to itthe Holders, cash in U.S. dollars, non-callable Government Securities, or a receiver combination of the property cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any Depositor shall be appointed or any public officer shall take charge or control reinvestment of any Depositor or its property or affairs for interest, to pay and discharge the 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 entire indebtedness on the part Notes not delivered to the Trustee for cancellation for principal, accrued interest and premium, if any, to the date of the TrusteeStated Maturity or redemption; (b2) in In respect of (1)(B) above, no Event of Default has occurred and is continuing on the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors date of the Trust shall be deemed to have been unable to reach agreement with respect to action 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 taken jointly 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 Indenture and the agreements governing such other Indebtedness being defeased, discharged or replaced) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company and the Guarantors have paid or caused to be paid all other sums payable by them hereunder in connection with under this Indenture; (4) the Trust and thereupon Company has delivered irrevocable instructions to the Depositor which has revoked Trustee to apply the power of attorney executed by it shall be discharged hereunder upon deposited money toward the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part payment of the TrusteeNotes at Stated Maturity or the redemption date, as the case may be; and (c5) notwithstanding the 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 Depositor nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the Trust in accordance with amount thereof that would then be required to be deposited to effect satisfaction and discharge under this Section 8.028.08. 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 Depositor principal, and premium, if any, or interest has become due and payable shall continue 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 fully liable published once, in accordance with the provisions hereof in respect of action taken The New York Times or refrained 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 under this Agreement by the Depositors before the date of such discharge notification or by the undischarged Depositors before or after the date publication, any unclaimed balance of such discharge, as fully and money then remaining shall be repaid to the same extent as if no discharge has occurredCompany.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Company and the liability of Guarantors may terminate the Depositors in the event of the discharge of a Depositorobligations under this Indenture when: (a1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the terms Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of this Agreement the Incurrence of Debt the proceeds of which are required by it to be undertaken or performed and such failure shall continue used for 30 days after notice the deposit); (4) the Company has delivered irrevocable instructions to the Depositors from Trustee under this Indenture to apply 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 deposited money toward the payment 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 the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (c5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to 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 Depositor of Discharge, in the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with event the provisions hereof in respect of action taken or refrained from under this Agreement by Company becomes insolvent within the Depositors before the date of such discharge or by the undischarged Depositors before or 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 discharge, as fully and monies may be subject to the same extent as if no discharge has occurredautomatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.

Discharge. If there This Indenture and the Subsidiary Guarantees shall be discharged and shall cease to be of further effect as to all Notes issued hereunder (except as to (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 9.08(a)(2), and as more than one Depositorfully set forth in such Section, payments in respect of the following provisions principal of, and interest and premium, if any, on, such Notes when such payments are due, (y) the Company’s obligations with respect to such Notes under Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.10 and 5.02 and (z) the rights, powers, trusts, duties and immunities of the Trustee and each Agent hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, when: (a) either: (i) all the Notes theretofore authenticated and delivered (except lost, stolen, mutilated or destroyed Notes which have been replaced or paid and Notes for whose payment money 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 Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (ii) all Notes not 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 under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes which by have become due and payable) or to the terms 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 Agreement are 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 by it to be undertaken deposited with the Trustee on or performed and such failure shall continue for 30 days after notice prior to the 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 date 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 the 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 Trusteeredemption; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel which, taken together, state that all conditions precedent under this Indenture relating to the satisfaction and 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 to the same extent as if no discharge has occurredIndenture have been complied with.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositor: (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 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 Trustee and such failure shall continue for 30 days after notice thereafter repaid to the Depositors Company or discharged from such trust) have been delivered to the Trustee for cancellation; 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 the 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) in all Notes not theretofore delivered to the event that Trustee for cancellation have become due and payable by their terms and the power of attorney referred Company or the Guarantor has irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming deposited with the requirements Trustee funds in an amount of said Section 8.01, money in U.S. dollars sufficient to pay and discharge the Depositors of the 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 thereunder without the necessity of any other or further action on their part or entire indebtedness on the part of Notes not theretofore delivered to the Trustee; and (c) notwithstanding Trustee for cancellation, for the discharge of a Depositor of the Trust in accordance with this Section 8.02principal amount, such Depositor shall continue premium, if any, accrued and unpaid interest, and Additional Amounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, 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 deposit together with irrevocable instructions from the Company or the Guarantor directing the Trustee to apply such funds to the payment thereof; (ii) the Company or the Guarantor has paid all other sums payable by it under the Notes or the Guarantee and this Indenture; and (iii) the Company or the Guarantor has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes (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 Company 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 complied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the undischarged Depositors before Trustee in relation thereto or after in carrying out the date provisions of such dischargethis Indenture, as fully the Trustee will satisfy and discharge this Indenture ("Discharge"); provided that the Company's obligations with respect to the payment of principal, premium, if any, interest, and Additional Amounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of all sums due and to the same extent as if no discharge has occurredbecome due thereon.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers' obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming the sending of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to action 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 taken jointly 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors Trustee, as expressly provided for in this Indenture) as to all outstanding Notes and Subsidiary Guarantees when either: (1) all the event of Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes 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 discharge of a Depositor:Issuers and thereafter repaid to the Issuers or discharged from this trust), have been delivered to the Trustee for cancellation; or (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable by reason of 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 pursuant to Article III and, in any case, the Issuers 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 in such amounts as will be sufficient without consideration of any reinvestment of interest (if U.S. Government Obligations are deposited, in the event that any Depositor shall fail to undertake opinion of a nationally recognized investment bank, appraisal firm or perform any firm of the duties which independent public accountants selected by the terms of this Agreement are required by it to be undertaken or performed Issuers and such failure shall continue for 30 days after notice delivered to the Depositors from Trustee) to pay and discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to 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 the 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 Trusteecancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to Issuers have been unable to reach agreement with respect to action paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, the Issuers must deliver an 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 a Depositor of the Trust in accordance with Issuers’ obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.

Discharge. If there This Indenture will be more than one Depositordischarged and will cease to be of further effect as to all Notes issued hereunder (subject to those provisions that by their express terms shall survive) (a “Discharge”), the following provisions shall provide for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositorwhen: (a1) either (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the event that any Depositor shall fail Company) have been delivered to undertake or perform any the Trustee for cancellation, or (B) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the duties which by the terms mailing of this Agreement a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are required by it to be undertaken or performed and such failure shall continue called for 30 days after notice redemption within one year under arrangements reasonably satisfactory to the Depositors from 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 or if any Depositor shall become incapable funds in trust of acting or shall have an order of relief entered with respect to itcash in U.S. Dollars, non-callable U.S. Government Obligations, or a receiver combination thereof in an amount sufficient to pay and discharge the principal, premium, if any, and interest on, the 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 property of any Depositor Applicable Premium, the amount deposited shall be appointed 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 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) the Company has paid or caused to be paid all other sums then due and payable under this Indenture by the Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any public officer shall take charge Guarantor is a party or control by which the Company or any Guarantor is bound; (4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of any Depositor or its property or affairs for the 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 Notes at maturity or on the part of redemption date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; case may be; and (c5) notwithstanding the discharge Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent under this Indenture 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 Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable Discharge 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 to the same extent as if no discharge has occurredSection 8.8.

Discharge. If there (a) This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to rights of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been cancelled and the liability rights, protections and immunities of the Depositors Trustee) as to all outstanding Notes when either: (1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes 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 event of Issuer and thereafter repaid to the discharge of a Depositor:Issuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (a) all Notes not delivered to the Trustee for cancellation otherwise (1) have become due and payable, (2) will become due and payable, or may be called for redemption, within one year or (3) have been called for redemption pursuant to Section 3.7 and, in any case, the event that any Depositor shall fail Issuer has irrevocably deposited or caused to undertake or perform any be deposited with the Trustee as trust funds in trust solely for the benefit of the duties which by Holders, cash in Canadian dollars, non-callable Canadian Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the terms of this Agreement are required by it to be undertaken or performed entire Indebtedness (including all principal and such failure shall continue for 30 days after notice accrued interest) under the Notes not theretofor delivered to the 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 the 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 Trusteecancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Issuer has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, the 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 a Depositor of the Trust in accordance with Issuer's obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.

Discharge. If there be more than one Depositor(a) Except as otherwise provided in this Section 10.01, the following provisions shall provide for the discharge of a Depositor Parent and the liability of Issuer may terminate their and the Depositors in Subsidiary Guarantors' obligations under this Indenture and the event of the discharge of a DepositorNotes if: (i) either: (a) all the 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 the event that any Depositor shall fail to undertake trust or perform any of the duties which segregated and held in trust by the terms of this Agreement are required by it to be undertaken or performed Issuer and such failure shall continue for 30 days after notice thereafter repaid to the Depositors Issuer or discharged from such trust) have been delivered to 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 the 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;cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer shall deposit or cause to be deposited with the Trustee as trust funds an amount of money in U.S. dollars sufficient, or U.S. Government Obligations, the principal of and interest on which when due, will be sufficient or a combination thereof, sufficient in the event that the power opinion of attorney referred a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee, to pay at maturity or upon redemption all Notes not theretofore delivered to the Trustee for cancellation, including principal and any premium and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be; (ii) the Issuer has paid all other sums payable under this Indenture by the Issuer; and (ciii) notwithstanding the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. (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 a Depositor of the Trust in accordance with Issuer's and the Guarantors' obligations under the Notes and this Section 8.02Indenture, 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 to the same extent as if no discharge has occurredexcept for those surviving obligations specified above.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, and interest, if any, on such Notes when such payments are due, (b) the discharge of a Depositor Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest, if any, to the date of fixed maturity or redemption (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c) hereof, (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part Notes at fixed maturity or on the part of redemption date, as the Trusteecase may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability of Guarantors may terminate the Depositors in the event of the discharge of obligations under this Indenture (a Depositor“Discharge”) when: (a1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the terms of Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Agreement are required Indenture) to which the Issuer or any Guarantor is a party or by it to be undertaken which the Issuer or performed and such failure shall continue for 30 days after notice any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Depositors from Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee or if any Depositor shall become incapable an Officers’ Certificate and an Opinion of acting or shall Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have an order of relief entered been complied with. The Issuer may elect, at its option, to have its obligations discharged 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 the 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) in the event outstanding Notes. Such legal defeasance means that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall Issuer will be deemed to have been unable paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to reach agreement 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 action to be taken jointly by them hereunder 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 connection with trust, (3) the Trust rights, powers, trusts, duties 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 thereunder without the necessity of any other or further action on their part or on the part immunities of the Trustee; , (4) the Company’s right of optional redemption, and (c5) notwithstanding the discharge defeasance provisions 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 to the same extent as if no discharge has occurredIndenture.

Discharge. If there This Indenture shall be more than one Depositor, the following provisions satisfied and discharged and shall provide cease to be of further effect as to all Notes issued hereunder (except for the discharge of a Depositor and the liability of the Depositors in the event of the discharge of a Depositor: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in the event that any Depositor shall fail to undertake or perform any clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the duties which by principal of, premium, if any, and interest on such Notes when such payments are due, (b) the terms of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered Issuers’ obligations with respect to itsuch Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof 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 receiver combination of the property cash in U.S. dollars and non- callable Government Securities, in amounts as will be sufficient without consideration of any Depositor shall be appointed or any public officer shall take charge or control reinvestment of any Depositor or its property or affairs for interest, to pay and discharge the 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 entire indebtedness on the part Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest to the date of the Trustee; (b) in the event fixed maturity or redemption; provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by an executing Depositor and it shall not irrevocably deposited will be replaced within one business day by another power determined using the Applicable Premium calculated as of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 deposit (as determined in good faith by the undischarged Depositors before Company) and (y) the depositor must irrevocably deposit or after 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 dischargedeposit) and the deposit will not result in a breach or violation of, as fully and or constitute a default under, any material agreement or instrument (other than this Indenture) to which the same extent as if no discharge 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 occurred.paid or caused to be paid all sums payable by it under this Indenture;

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and interest and premium, if any, on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), and the event Security Documents, insofar as they relate to the rights of Holders of the discharge Notes, will cease to be of a Depositorfurther 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;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 event 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 to the date of fixed maturity or redemption (provided that the power of attorney referred to if such redemption is made as provided in Section 8.01 shall 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be revoked by written notice given by irrevocably deposited will be determined using an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors assumed Make Whole Premium calculated as of the Trust shall be deemed to have been unable to reach agreement with respect to action date of such deposit and (y) the depositor must irrevocably deposit or cause to be taken jointly deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by them hereunder in connection with such date); (2) the Trust and thereupon the Depositor which has revoked the power of attorney executed Issuers or any Guarantor have paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (3) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c4) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one DepositorProvided that (i) the Trust, the following provisions trustee thereof, and the terms and conditions (as well as the form and substance) of the indenture whereby the Trust shall provide have been established shall be reasonably satisfactory to the Required Holders, (ii) the purchase price of the United States Governmental Securities to be deposited into the Trust shall have been fully paid by the Company, and such United States Governmental Securities shall have been so deposited into the Trust (and each holder shall have received written verification thereof by the trustee of the Trust) and shall, as so deposited, be unencumbered by any Lien and sufficient to pay all principal, interest and Make-Whole Amount, if any, to fall due on the Notes then outstanding as provided in Section 22.8(a) (and each holder shall have received written verification of such sufficiency by the independent certified public accountants of recognized national standing selected by the Company), (iii) 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 discharge entire term of a Depositor the Trust (and the liability holders of the Depositors 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 event 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 discharge of a Depositor: (a) in the event that any Depositor shall fail to undertake or perform any principal amount of the duties which by the terms of this Agreement are required by it to be undertaken or performed Notes and such failure shall continue for 30 days after notice to the Depositors from the Trustee or all interest and Make-Whole Amount, if any Depositor shall become incapable of acting or any, thereon) and shall have an order no right to direct or instruct the trustee of relief entered the Trust, or to remove such trustee, or otherwise to require such trustee to take any action with respect to it, such United States Governmental Securities 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 the 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;otherwise, (bv) in no Event of Default shall have occurred and be continuing at the event that time of such deposit, (vi) the power of attorney Company shall have delivered the written notice referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor 22.8(a) hereof to the holders and it shall 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 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 replaced within one business day by another power part of attorney conforming with the requirements estate of said Section 8.01, the Depositors Company and (F) the creation of the Trust and the depositing of the United States Governmental Securities therein shall be 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 been unable to reach agreement arisen with respect to action such transaction or (II) such holder shall have been deemed to be taken jointly 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 them hereunder in connection the Company, reasonably satisfactory to the Required Holders and prepared at the expense of the 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 Trust and thereupon the Depositor which has revoked depositing of the power United States Governmental Securities therein shall not result, with respect to any holder, in an exchange of attorney executed by it shall be discharged hereunder upon the expiration Note or Notes of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other holder for all or further action on their part or on the part of the Trustee; and (c) notwithstanding the discharge of such United States Governmental Securities which exchange would result in a Depositor of the Trust in accordance with this Section 8.02, gain or loss being realized by such Depositor shall continue to be fully liable in accordance with the provisions hereof holder under GAAP in respect of action taken or refrained from such transaction, then, and in that case, all obligations of the Company under this Agreement by Agreement, the Depositors before Other Agreements and the date 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 if any such United States Governmental Securities are required to be returned or redelivered to the Company, or any 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 such discharge invalidation, return or by redelivery, the undischarged Depositors before obligations under this Agreement, the Other Agreements and the Notes (less any payments, which shall not have been themselves invalidated, returned or after redelivered, made thereon from or in respect of the date of such dischargeUnited States Governmental Securities so invalidated, as fully returned or redelivered) shall be revived and to the same extent as if no discharge has occurredrestored.

Discharge. If there 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 than one Depositorfully set forth in such clause (b), payments in respect of the following provisions principal of, and interest, if any, on, such Notes when such payments are due, (b) the 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 Annex A-1 and Annex A-2 and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall provide for the execute proper instruments acknowledging satisfaction and discharge of a Depositor and this Indenture with respect to all the liability of the Depositors in the event of the discharge of a DepositorNotes, 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor Trustee for cancellation have become due and it shall not be replaced payable or will become due and payable within one business day year by another power reason of attorney conforming the mailing of a notice of redemption or otherwise, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall 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 deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal and accrued interest, if any, to action 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 taken jointly 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; (4) the Company and the Guarantors have paid or caused to be paid all other sums payable by them hereunder in connection with under this Indenture; (5) the Trust and thereupon Company has delivered irrevocable instructions to the Depositor which has revoked Trustee to apply the power of attorney executed by it shall be discharged hereunder upon deposited money toward the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c6) notwithstanding the Company has delivered (a) an Officers’ Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge of a Depositor this Indenture (“Discharge”) have been satisfied and (b) an Opinion 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 Counsel to the same extent as if no discharge has occurredTrustee stating that all conditions precedent to Discharge set forth in clauses (3) and (5) above have been satisfied.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Issuer and the liability of Guarantors may terminate the Depositors in the event of the discharge of obligations under this Indenture (a Depositor“Discharge”) when: (a1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption; (2) the Issuer or any Guarantor has paid or caused to be paid all other sums then due and payable under this Indenture by the terms of Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Agreement are required Indenture) to which the Issuer or any Guarantor is a party or by it to be undertaken which the Issuer or performed and such failure shall continue for 30 days after notice any Guarantor is bound; (4) the Issuer has delivered irrevocable instructions to the Depositors from Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee or if any Depositor shall become incapable an Officers’ Certificate and an Opinion of acting or shall Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge have an order of relief entered been complied with. The Issuer may elect, at its option, to have its obligations discharged 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 the 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) in the event outstanding Notes. Such legal defeasance means that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall Issuer will be deemed to have been unable paid and discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to reach agreement 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 action to be taken jointly by them hereunder 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 connection with trust, (3) the Trust rights, powers, trusts, benefits 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 thereunder without the necessity of any other or further action on their part or on the part immunities of the Trustee; , (4) the Company’s right of optional redemption, and (c5) notwithstanding the discharge defeasance provisions 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 to the same extent as if no discharge has occurredIndenture.

Discharge. If there Section 401 of the Base Indenture is hereby replaced as follows: This Supplemental Indenture shall upon Company Request cease to be more of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes expressly provided for, rights under Section 306 of the Base Indenture, and the right to receive payment pursuant to Section 402(a) 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 Supplemental Indenture, when (1) either (A) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen 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 Company or discharged from such trust, as provided in Section 1003 of the Base Indenture) have been delivered to the Trustee for cancellation; or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one Depositoryear, or (iii) are to be called for redemption within one year under arrangements satisfactory to the following provisions shall provide Trustee for the discharge giving of a Depositor notice of redemption by the Trustee in the name, and at the expense, of the Company, and the liability Company, in the case of (i), (ii), or (iii) above, has deposited or caused to be deposited with the Depositors Trustee as trust funds in trust for the purpose an amount in cash and/or (in the case of conversion) shares of Common Stock sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity, at any Fundamental Change Purchase Date or otherwise or has satisfied the Company’s conversion obligations upon conversion (and determination of related Settlement Amounts), as the case may be; provided, however, in the event of a petition for relief under the discharge of a Depositor: (a) in the event that Federal bankruptcy laws, as now or hereafter constituted, or any Depositor shall fail to undertake other applicable Federal or perform any of the duties which by the terms of this Agreement are required by it to be undertaken state bankruptcy, insolvency or performed and such failure shall continue for 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered other similar law, is filed with respect to itthe Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, or a receiver the obligations of the property of any Depositor Company under this Supplemental Indenture with respect to such Notes shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall not be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other terminated or further action on its part or on the part of the Trusteedischarged; (b2) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly paid all other sums payable hereunder 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 thereunder without the necessity of any other or further action on their part or on the part of the TrusteeCompany; and (c3) notwithstanding the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and 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 to the same extent as if no discharge has occurredSupplemental Indenture have been complied with.

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors in the event of the discharge of a DepositorTrustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) all the Notes that have been 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 Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (2) (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name and at the expense of the duties which by Company and, in any case, the terms of this Agreement are required by it Company or any Subsidiary Guarantor has irrevocably deposited or caused to be undertaken or performed irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and such failure shall continue for 30 days after notice discharge the entire Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the 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 the 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 Trusteecancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 to the same extent as if no discharge has occurred.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor This Indenture and the liability other Note Documents shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (x) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (a)(2) of this Section 8.08, and as more fully set forth in such clause (a)(2), payments in respect of the Depositors in principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (y) the event Issuers’ obligations with respect to such Notes under Section 2.03, Section 2.04, Section 2.06, Section 2.07, Section 2.09 and Section 4.02 hereof and the Appendix and (z) the rights, powers, trusts, duties and immunities of the discharge of a DepositorTrustee hereunder and the Issuers’ obligations in connection therewith), when: (a) either: (1) 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 event Issuers, have been delivered to the Trustee for cancellation; or (2) all Notes that any Depositor shall fail have not been delivered to undertake the Trustee for cancellation have become due and payable or perform any will become due and payable within one year by reason of the duties which by giving of a notice of redemption or otherwise, and the terms of this Agreement are required by it Issuers or any Guarantor has irrevocably deposited or caused to be undertaken or performed and such failure shall continue for 30 days after notice to the Depositors from deposited with the Trustee or if any Depositor shall become incapable as trust funds in trust solely for the benefit of acting or shall have an order of relief entered with respect to itthe Holders, cash in U.S. dollars, non-callable Government Securities, or a receiver combination of the property cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any Depositor shall be appointed or any public officer shall take charge or control reinvestment of any Depositor or its property or affairs for interest, to pay and discharge the 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 entire indebtedness on the part 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 the Trusteefixed maturity or redemption; (b) in respect of Section 8.08(a)(2), no Default or Event of Default has occurred and is continuing on the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors date of the Trust shall be deemed to have been unable to reach agreement with respect to action 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 taken jointly 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 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (c) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (d) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (ce) notwithstanding 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 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 to the same extent as if no discharge has occurredIndenture (“Discharge”) have been satisfied.

Discharge. If there be more than one Depositor, The Issuer may terminate the following provisions shall provide for the discharge obligations of a Depositor it and the liability Guarantors under this Indenture with respect to any series of the Depositors in the event Securities, and, with respect to such series of the discharge Securities, this Indenture, except for Sections 7.7, 8.5 and 8.7 hereof, shall cease to be of a Depositorfurther effect, when: (ai) either: (1) all Securities of such series theretofore authenticated and delivered have been delivered to the Trustee for cancellation or (2) all Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable within one year or are to be called for redemption (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the event that any Depositor shall fail to undertake or perform any name, and at the expense, of the duties which by Issuer, and the terms of this Agreement are required by it Issuer has irrevocably deposited or caused to be undertaken or performed deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Securities of such failure shall continue for 30 days after notice series, not theretofore delivered to the Depositors from Trustee for cancellation, for principal of, premium, if any, and interest to the Trustee Stated Maturity or if any Depositor shall become incapable of acting Redemption Date; (ii) the Issuer has paid or shall have an order of relief entered caused to be paid all other sums then due and payable under this Indenture with respect to it, or a receiver such series of Securities by the Issuer; (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the property Securities of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for the 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 series at Stated Maturity or on the part of Redemption Date, as the Trustee; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (civ) notwithstanding the discharge Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of a Depositor of the Trust in accordance with this Section 8.02Counsel, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from each stating that all conditions precedent 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 Indenture relating to the same extent as if no discharge has occurredDischarge have been complied with.

Discharge. If there be more than one Depositor, the following provisions shall provide for the discharge of a Depositor The Company and the liability of Guarantors may terminate the Depositors in obligations under this Indenture and the event of the discharge of a DepositorNotes 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Company, have been delivered to 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 the 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;cancellation; or (b) in all Notes that have not been delivered to the event that Trustee for cancellation have become due and payable by reason of the power mailing of attorney referred to in Section 8.01 shall be revoked a notice of redemption or otherwise or will become due and payable by written reason of the mailing of a notice given by an executing Depositor and it shall not be replaced of redemption or otherwise within one business day by another power of attorney conforming year and the Company has irrevocably deposited or caused to be deposited with the requirements of said Section 8.01, Trustee as trust funds in trust solely for the Depositors benefit of the Trust shall Holders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be deemed sufficient without consideration of any reinvestment of interest, to have been unable pay and discharge the entire Indebtedness on the Notes not delivered to reach agreement with respect the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to action the date of maturity or redemption; (2) no 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 resulting from borrowing of funds to be taken jointly applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by them hereunder in connection with which the Trust and thereupon Company is bound; (3) the Depositor which Company has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the redemption date, as the case may be. (5) In addition, the 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 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 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10, 2.12, 2.16, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 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 Company’s obligations in Sections 7.7, 8.5 and 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of a Depositor of the Trust in accordance with Company’s obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.

Discharge. If there This Indenture will be more than one Depositor, the following provisions shall provide for the discharge discharged and will cease to be of a Depositor and the liability further effect (except as to surviving rights of registration of transfer or exchange of the Depositors Notes, as expressly provided for in the event of the discharge of a Depositor: this Indenture) as to all outstanding Notes when (a) either (i) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by Issuer and thereafter repaid to Issuer or discharged from such trust) have been delivered to the event that any Depositor shall fail Trustee for cancellation or (ii) all Notes not theretofore delivered to undertake the Trustee for cancellation have become due and payable and Issuer has irrevocably deposited or perform any of the duties which by the terms of this Agreement are required by it caused to be undertaken or performed deposited with the Trustee funds in an amount sufficient to pay and such failure shall continue for 30 days after notice discharge the entire Indebtedness on the Notes not theretofore delivered to the Depositors Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from Issuer directing the Trustee to apply such funds to the payment thereof at maturity or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to itredemption, or a receiver of as 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 the 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; case may be; (b) in the event that the power of attorney referred to in Section 8.01 shall be revoked Issuer has paid all other sums payable under this Indenture by written notice given by an executing Depositor Issuer; and it shall not be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the 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 thereunder without the necessity of any other or further action on their part or on the part of the Trustee; and (c) notwithstanding Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of a Depositor of the Trust in accordance with this Section 8.02Indenture have been complied with; PROVIDED, HOWEVER, that 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 dischargecounsel may rely, as fully and to the same extent as if no discharge has occurredmatters of fact, on a certificate or certificates of officers of Issuer.

Discharge. If there The Indenture will be more than one Depositordischarged and 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 following provisions shall provide for expense and written direction of the Company, will execute proper instruments acknowledging satisfaction and discharge of a Depositor and the liability Indenture as to all Outstanding Notes of such series under the Depositors in the event of the discharge of a DepositorIndenture when: (a) either: (i) all such Notes of such series theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose payment 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 as provided for in the event that any Depositor shall fail Indenture) have been delivered to undertake the Trustee for cancellation, or (ii) all such Notes of such series not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or perform any (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the duties which by the terms of this Agreement are required by it to be undertaken or performed and such failure shall continue for 30 days after notice to the 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 the 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 TrusteeCompany; (b) in the event that the power of attorney referred Company or any Guarantor has irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming deposited with the requirements Trustee as trust funds in trust cash in United States dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient to pay and discharge the entire Indebtedness on such Notes of said Section 8.01such series not theretofore delivered to the Trustee for cancellation, the Depositors including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or Redemption Date; (c) no Default or Event of the Trust Default shall have occurred and be deemed to have been unable to reach agreement continuing with respect to action the Notes of such series on the date of such deposit or shall occur as a result of such deposit, and such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (d) the Company or any Guarantor has paid or caused to be taken jointly paid all sums payable under the Indenture by them hereunder in connection with the Trust and thereupon Company or any Guarantor; (e) the Depositor which Company has revoked delivered irrevocable instructions to the power Trustee to apply such funds to the payment of attorney executed by it shall be discharged hereunder upon the expiration Notes of such one-day period and thereupon series at Maturity or redemption, as the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteecase may be; and (cf) notwithstanding the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of a Depositor of such Indenture with respect to 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 Notes of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and to the same extent as if no discharge has occurredseries have been complied with.

Discharge. If the Corporation shall pay or cause to be paid, or there shall be more than one Depositorotherwise paid, or provision shall be made for the payment of, the following provisions shall provide for principal, premium, if any, and interest due or to become due on the discharge Bonds of a Depositor Series at the times and the liability of the Depositors in the event of manner stipulated therein, and if the discharge of a Depositor: (a) Corporation shall not then be in the event that any Depositor shall fail to undertake or perform default under any of the duties which by other covenants and promises in the terms Bonds of such Series and this Agreement are required Indenture to be kept, performed and observed by it or on its part, and if the Corporation shall pay or cause to be undertaken or performed and such failure shall continue for 30 days after notice paid to the Depositors from Trustee all sums of money due or to become due according to the provisions hereof or of the Bonds of such Series (and the Trustee or if any Depositor shall become incapable of acting or shall have an order paid all amounts, if any, payable to the related Series Credit Bank, if any, pursuant to Section 6.09 hereof and the related Series Letter of relief entered Credit, if any, shall have been returned to the related Series Credit Bank, if any, for cancellation), then, except for the rights of the Trustee under Section 9.02 hereof, these presents and the interests in the Trust Estate and rights hereby granted with respect to itsuch Series of Bonds shall cease, or a receiver determine and be void, and the Trustee shall take such actions as may be necessary to evidence the cancellation and discharge of the property lien of any Depositor shall be appointed this Indenture with respect to such Series of Bonds. While a Series of Bonds is in the Adjustable Rate Mode or any public officer shall take charge or control the Fixed Rate Mode, a Bond of any Depositor or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and Series shall be deemed to be discharged forever paid within the meaning of this Article VII and for all purposes of this Indenture when (a) payment of the principal of and the applicable redemption premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as a Depositor hereunder provided in this Indenture, or otherwise), shall have been provided to the Trustee by irrevocably depositing with the Trustee, in trust, and thereupon the remaining Depositors Trustee shall act hereunder have irrevocably set aside exclusively for such payment, any combination of (i) if such Bond constitutes part of an Enhanced Series moneys drawn under the related Series Letter of Credit, or if such Bond constitutes part of an Unenhanced Series moneys paid by the Corporation, sufficient to make such payment; and/or (ii) Government Obligations (purchased with moneys drawn under the related Series Letter of Credit if such Bond constitutes part of an Enhanced Series, or moneys paid by the Corporation if such Bond constitutes part of an Unenhanced Series) not subject to redemption or prepayment and maturing as to principal and interest in such amounts and at such times as will, in the opinion of an independent certified public accountant delivered to the Trustee, provide sufficient moneys, without the necessity reinvestment of any other matured amounts, to make such payment without reinvestment (and there shall be no such reinvestment); (b) the Trustee shall have been given irrevocable written instructions to call all outstanding Bonds of such Series for redemption on a date certain, if such Bonds are to be called for redemption prior to maturity; and (c) all necessary and proper fees, compensation and expenses of the Trustee and the Tender Agent pertaining to the Bonds of such Series shall have been paid or further action on its part or on the part payment thereof provided for to the satisfaction of the Trustee; (b) in . If the event that the power of attorney referred to in Section 8.01 Corporation shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming comply with the requirements provisions of said Section 8.01the prior paragraph with respect to all the Bonds of a particular Series, the Depositors Bonds of such Series shall no longer be entitled to the benefit of the 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 thereunder without the necessity of Estate or any other or further action on their part or on the part of the Trustee; and (c) notwithstanding the 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 to the same extent as if no discharge has occurredrights hereunder.

Discharge. If there 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 (1)(b) of this Section 8.08, and as more than one Depositorfully set forth in such clause (1)(b), payments in respect of the following provisions shall provide for principal of and premium, if any, and interest on such Notes when such payments are due, (b) the discharge of a Depositor 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 liability Appendix and (c) the rights, powers, trusts, duties and immunities of the Depositors Trustee hereunder and the Issuers’ obligations in the event of the discharge of a Depositorconnection 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 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 trust and such failure shall continue for 30 days after notice thereafter repaid to the Depositors from Issuers, have been delivered to 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 the 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;cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable, whether at maturity or otherwise, (ii) will become due and payable at their stated maturity within one year or (iii) if redeemable at the option of the Issuers, 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 event that name, and at the power expense, of attorney referred the Issuer, and, in the case of this clause (b), the Issuer shall have irrevocably deposited or caused to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not be replaced within one business day by another power of attorney conforming irrevocably deposited with the requirements of said Section 8.01Trustee, as trust funds in trust solely for the Depositors benefit of the Trust shall Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be deemed 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 have been unable the Trustee, without consideration of any reinvestment of interest to reach agreement with respect pay and discharge the entire Indebtedness on the Notes not theretofore delivered to action the Trustee for cancellation for principal of, premium, if any, and accrued interest on the Notes to the date of 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 taken jointly 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 them hereunder in connection with which the Trust and thereupon Company or any of its Subsidiaries is bound; (3) the Depositor which Issuers or any Guarantor has revoked the power of attorney executed paid or caused to be paid all sums payable by it shall be discharged hereunder upon under this Indenture; (4) the expiration of such one-day period and thereupon Issuers have delivered irrevocable instructions to the other Depositors shall act thereunder without Trustee to apply the necessity of any other or further action on their part or on deposited money toward the part payment of the TrusteeNotes at fixed maturity or the redemption date, as the case may be; and (c5) notwithstanding 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 Depositor satisfaction and discharge of the Trust Indenture in accordance with this Section 8.028.08, 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 Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Agreement instruments as reasonably requested by the Depositors before Issuers acknowledging or evidencing the date of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and to the same extent as if no discharge has occurredsame.

Discharge. If there This Indenture will be more than one Depositor, the following provisions discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall provide for the discharge of a Depositor survive until all Notes have been canceled and the liability rights, protections and immunities of the Depositors Trustee) as to all outstanding Notes and Subsidiary Guarantees when either: (1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes 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 event of Company and thereafter repaid to the discharge of a Depositor:Company or discharged from this trust), have been delivered to the Trustee for cancellation; or (a) all Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to Article III and, in any case, the event that any Depositor shall fail Company has irrevocably deposited or caused to undertake or perform any be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit 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 30 days after notice to the Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to itHolders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a receiver of the property combination thereof, in such amounts as will be sufficient without consideration of any Depositor shall be appointed or any reinvestment of interest, in the opinion of a nationally recognized firm of independent public officer shall take charge or control accountants (in the case of any Depositor or its property or affairs for non-callable U.S. Government Obligations), to pay and discharge the purpose of rehabilitationentire Debt (including all principal and accrued interest, 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 if any) on the part of Notes not theretofore delivered to the TrusteeTrustee for cancellation; (b) in the event that 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 be replaced within one business day by another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the Trust shall be deemed to have been unable to reach agreement with respect to action Company has paid or caused to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed paid all other sums payable by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Trusteeunder this Indenture; and (c) notwithstanding the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, the 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 a Depositor of the Trust in accordance with Company’s obligations under the Notes and 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 to the same extent as if no discharge has occurredIndenture except for those surviving obligations specified above.