Common use of Outstanding Notes Clause in Contracts

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.08 as not outstanding. A Note does not cease ceases to be outstanding in the event the Issuer or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, Notes shall cease to be outstanding in the provisions event the Company or an Affiliate of Section 13.6 shall apply the Company holds the Note and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders Noteholders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (i) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid ; (ii) any Note which has been replaced pursuant to Section 2.11 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and (iii) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to a Change of Control Offer, those described in this Section 2.12 as not outstanding. Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due. (b) A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate one of the Issuer its Affiliates holds the Note; provided, however, provided that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted in favor of taken any request, demand, authorization, direction, notice, consent, waiver, amendment waiver or modification other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such quorumrequest, consent demand, authorization, direction, notice, consent, waiver or voteother action, only Notes which a Trust Responsible Officer of the Trustee actually knows to be held by so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the Issuer pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or an any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueCompany.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 13.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid ; (2) any Note which has been replaced pursuant to Section 2.11 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and (3) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those described in this Section 2.12 as not outstanding. Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due. (b) A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate one of the Issuer its Affiliates holds the Note; provided, however, provided that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted in favor of taken any request, demand, authorization, direction, notice, consent, waiver, amendment waiver or modification other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such quorumrequest, consent demand, authorization, direction, notice, consent, waiver or voteother action, only Notes which a Trust Officer the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee actually knows the pledgee’s right so to be held by act with respect to such Notes and that the Issuer pledgee is not the Company or an any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueCompany.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09, it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption maturity date or maturity date, Redemption Date money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Issuers or an Affiliate of the Issuer Issuers holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Issuers or an Affiliate of the Issuer Issuers shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.12 2.08 as not outstanding. A Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding in because the event Issuer, the Co-Issuer or a Guarantor or an Affiliate of the Issuer, the Co-Issuer or a Guarantor holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected purchaserpurchaser (as defined in Section 8-303 of the Uniform Commercial Code). A mutilated Note ceases Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11for purposes hereof. If the principal amount of any Note is considered paid under Section 4.01 hereof, such Note shall cease to be outstanding and interest thereon shall cease to accrue. If a Paying Agent segregates and holds in trust(other than the Issuer, in accordance with this Indenturethe Co-Issuer or a Guarantor or an Affiliate of the Issuer, the Co-Issuer or a Guarantor) holds, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders payable on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to be outstanding and accrue interest on them ceases to accrueand after such date.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.8 and those described in this Section 2.12 2.9 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.8. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those (i) Notes theretofore cancelled by it, those the Trustee or delivered to it the Trustee for cancellation; (ii) Notes for the payment or redemption of which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside, those paid segregated and held in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed prior to the maturity thereof, written notice of such redemption has been duly given pursuant to this Indenture, or provision satisfactory to the Trustee shall have been made for giving such notice; and (iii) Notes in substitution for which other Notes shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of this Indenture (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that such Note is held by a Person in whose hands such Note is a legal, valid and binding obligation of the Company). Except as set forth in Section 2.11 and those described in this Section 2.12 as not outstanding. A 2.08 hereof, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding9.02 hereof. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer Registrar receive proof satisfactory to each of them that the replaced Note is held by a protected purchaser. A mutilated If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust(other than the Company, in accordance with this Indenturea Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, premium and accrued interest with respect to the outstanding Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those ; (2) any Note which has been paid pursuant to Section 2.11 2.04 and any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and (3) on or after the maturity date or any Redemption Date or date for purchase of the Notes pursuant to an Offer to Purchase, those described in this Section 2.12 as not outstanding. Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due. (b) A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate one of the Issuer its Affiliates holds the Note; provided, however, provided that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted in favor of taken any request, demand, authorization, direction, notice, consent, waiver, amendment waiver or modification other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such quorumrequest, consent demand, authorization, direction, notice, consent, waiver or voteother action, only Notes which a Trust Responsible Officer of the Trustee actually knows to be held by so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the Issuer pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or an any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueCompany.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09, it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption date or maturity date, the Maturity Date money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09, it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption the maturity date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09, it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof reasonably satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption the maturity date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Responsible Officer Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor of the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time are Outstanding Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: (i) Notes theretofore cancelled by the Trustee except for those cancelled by it, those or delivered to it the Trustee for cancellation, those paid pursuant to Section 2.11 including Notes tendered and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding exchanged for other securities of the Company; (ii) Notes for which payment or redemption money in the event necessary amount has been theretofore deposited with the Issuer Trustee or an Affiliate any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of the Issuer holds the Notesuch Notes; provided, however, that (i) for purposes of determining which if such Notes are outstanding to be redeemed, then notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made and the date for consent such redemption has passed; (iii) Notes with respect to which the Company has effected defeasance as provided in Article VIII; and (iv) Notes paid pursuant to Section 2.07 and Notes in exchange for or voting purposes in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Notes Outstanding have performed any Act hereunder, Notes owned by the provisions Company or any other obligor upon the Notes or any Affiliate of Section 13.6 the Company or of such other obligor shall apply be disregarded and deemed not to be Outstanding (ii) provided, that in connection with any offer by the Company or any obligor to purchase or exchange Notes, Notes tendered by a Holder shall be Outstanding until the date of purchase or exchange), except that, in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or voteAct, only Notes which a Trust Officer of the Trustee actually knows to be held by so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the Issuer pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such Notes and that the pledgee is not the Company or an any other obligor upon the Notes or any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender Company or of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueother obligor.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Issuers or an Affiliate of the Issuer Issuers holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Responsible Officer of the Trustee or the Registrar actually knows to be held by the Issuer Issuers or an Affiliate of the Issuer Issuers shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee or the Registrar and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those (i) Notes theretofore cancelled by it, those the Trustee or delivered to it the Trustee for cancellation; (ii) Notes for the payment or redemption of which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside, those paid segregated and held in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed prior to the maturity thereof, written notice of such redemption has been duly given pursuant to this Indenture, or provision satisfactory to the Trustee shall have been made for giving such notice; and (iii) Notes in substitution for which other Notes shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of this Indenture (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that such Note is held by a Person in whose hands such Note is a legal, valid and binding obligation of the Issuer). Except as set forth in Section 2.11 and those described in this Section 2.12 as not outstanding. A 2.09 hereof, a Note does not cease to be outstanding in the event the Issuer because STBV or an Affiliate of the Issuer STBV holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer Registrar receive proof satisfactory to each of them that the replaced Note is held by a protected purchaser. A mutilated If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust(other than the Issuer, in accordance with this Indenturea Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, premium and accrued interest with respect to the outstanding Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.9 as not outstanding. A Note does not cease ceases to be outstanding in the event the Issuer Company or an Affiliate a Subsidiary of the Issuer Company holds the Note; , provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.8, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest and Additional Interest, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee or the Authentication Agent except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.12 2.08 as not outstanding. A Except as set forth in Section 2.09, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding3.07. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected purchaserbona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. A mutilated If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust, in accordance with this Indentureholds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may bedate, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to accrue interest. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be outstanding given or taken by Holders may be embodied in and interest evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the documents containing the proposal on them ceases which such consent is requested and certifies such Holders’ consent thereto and agreement to accruebe bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Company.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.11 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate a Subsidiary of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 13.5 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A ; (2) any Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.04 unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender purchaser as defined in Section 8-303 of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, New York Uniform Commercial Code; and (3) on a or after the maturity date or any redemption date or maturity datedate for purchase of Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes amounts then due. (or portions thereofb) to be redeemed or maturing, as the case may be, and the Paying Agent is A Note does not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and interest on them ceases deemed not to accruebe outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company. Notes that are to be acquired by the Company or an Affiliate of the Company pursuant to an exchange offer, Offer to Purchase, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (i) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and ; (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes Note which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.04 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If ; and (iii) on or after the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a maturity date or any redemption date or maturity datedate for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate of the Issuer) holds money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes amounts then due. (or portions thereofb) to be redeemed or maturing, as the case may be, and the Paying Agent is A Note does not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding because the Issuer or one of its Affiliates holds the Note; provided, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer shall be disregarded and interest on them ceases deemed not to accruebe outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.08 as not outstanding. A Note does not cease ceases to be outstanding in the event the Issuer or an Affiliate of the Issuer Company holds the Note; , provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, Notes shall cease to be outstanding in the provisions event the Company or an Affiliate of Section 13.6 shall apply the Company holds the Note and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders Noteholders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee or the Authentication Agent except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.12 2.08 as not outstanding. A Except as set forth in Section 2.09, a Note does not cease to be outstanding in the event because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate a Subsidiary of the Issuer shall not be considered outstandingdeemed to be outstanding for purposes of Section 3.07. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected purchaserbona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust, in accordance with this Indentureholds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may bedate, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to accrue interest. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be outstanding given or taken by Holders may be embodied in and interest evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the documents containing the proposal on them ceases which such consent is requested and certifies such Holders’ consent thereto and agreement to accruebe bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Issuer.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease ceases to be outstanding in the event the Issuer or an Affiliate of the Issuer Company holds the Note; , provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, Notes shall cease to be outstanding in the provisions event the Company or an Affiliate of Section 13.6 shall apply the Company holds the Note and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09 hereof, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders Noteholders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in because the event Issuer, the Issuer Company or an any Affiliate of the Issuer or the Company holds the such Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced misplaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, date money sufficient to pay all principal, premium, if any, principal and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such the Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. In determining whether the Holders of the required principal amount of Notes have concurred in any direction or consent or any amendment, modification or other change to this Indenture or any other action requiring the consent of the Noteholders, Notes owned by the Issuer or the Company or any Affiliate of the Issuer or the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes which the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to the Notes that the pledgee is not the Issuer, the Company or any Affiliate of the Issuer or the Company.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.8 and those described in this Section 2.12 2.9 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.8. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all ----------------- Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate of the Issuer Company holds the such Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09 hereof, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the such replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, Maturity date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or such portions thereof) shall cease to be outstanding and interest on them ceases shall cease to accrue. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes held or beneficially owned by the Company or a Restricted Subsidiary of the Company or by an Affiliate of the Company or a Restricted Subsidiary of the Company or by agents of any of the foregoing shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes which a Trust Officer knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee such pledgee's right so to act with respect to the Notes and that the pledgee is not the Company or an Affiliate of the Company or any of their agents.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.8 and those described in this Section 2.12 2.9 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 13.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.8. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate a Subsidiary of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 13.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09, it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11purchaser (as defined in the New York Uniform Commercial Code). If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption maturity date or maturity date, Redemption Date money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note; provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other Obligor upon the Notes or any Affiliate of the Company or of such other Obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other Obligor upon the Notes or any Affiliate of the Company or of such other Obligor.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 14.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A ; (2) any Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.04 unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If ; and (3) on or after the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a maturity date or any redemption date or maturity datedate for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes date. (or portions thereofb) to be redeemed or maturing, as the case may be, and the Paying Agent is A Note does not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder (other than in respect of any action pursuant to Section 9.02 that requires the consent of each Holder of an affected Note), Notes owned by the Company or any Affiliate of the Company will be disregarded and interest on them ceases deemed not to accruebe outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith shall not be so disregarded and shall be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Subject to Section 2.09, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate any of the Issuer its Affiliates holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.112.07. If on a Redemption Date or the Maturity Date the Paying Agent segregates and holds U.S. Legal Tender, U.S. Government Obligations, or a combination thereof (in trustthe case of Dollar Notes) or euros, Euro Obligations, or a combination thereof (in accordance with this Indenture, on a redemption date or maturity date, money the case of Euro Notes) sufficient to pay all of the principal, premium, if any, and accrued interest due on the Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date thereof pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. If on any date which is no earlier than 60 days prior to a Redemption Date, the Company has irrevocably deposited in trust with the Trustee U.S. Legal Tender, U.S. Government Obligations or a combination thereof (in the case of Dollar Notes) or euros, Euro Obligations or a combination thereof (in the case of Euro Notes) in an amount sufficient to pay all of the principal, premium, if any, and interest due on the Notes payable on such Redemption Date, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof on such Redemption Date pursuant to the terms of this Indenture, then and after the date of such deposit such Notes shall be deemed to be not outstanding for purposes of determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver, consent or notice which requires the consent of at least a majority in aggregate principal amount of Notes then outstanding.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by or on behalf of the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.08 as not outstanding, provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the Trustee shall disregard and deem not to be outstanding Notes held by Persons not permitted to be used in such determination as and to the extent provided in Section 316 of the Trust Indenture Act. A Subject to Section 2.09, a Note does not cease to be outstanding in the event because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the Note that has been replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premiuminterest and Additional Amounts, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A ; (2) any Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.04 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If ; and (3) on or after the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a maturity date or any redemption date or maturity datedate for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate of the Issuer) holds money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes date. (or portions thereofb) to be redeemed or maturing, as the case may be, and the Paying Agent is A Note does not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding because the Issuer or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder (other than in respect of any action pursuant to Section 9.02 that requires the consent of each Holder of an affected Note), Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and interest on them ceases deemed not to accruebe outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith shall not be so disregarded and shall be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09, it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption the maturity date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date cash pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note; provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.9 as not outstanding. A Note does not cease ceases to be outstanding in the event the Issuer Company or an Affiliate a Subsidiary of the Issuer Company holds the Note; , provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.8, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest and Special Interest, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.08 and those described in this Section 2.12 2.09 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.08, it ceases to be outstanding unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Issuer or an Affiliate of the Issuer) holds in truston any Redemption Date, in accordance with this Indenture, on a redemption the maturity date or maturity date, any date of repurchase money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Issuer or one of its Affiliates holds such Note; provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee has actual knowledge or has received written notice to be so owned shall be so disregarded. The Issuer shall notify the Trustee when it, any obligor or any of their respective Affiliates acquires any Notes. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Subject to Section 2.09, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate any of the Issuer its Affiliates holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.112.07. If on a Redemption Date or the Maturity Date the Paying Agent segregates and holds in trustU.S. Legal Tender, in accordance with this IndentureU.S. Government Obligations, on or a redemption date or maturity date, money combination thereof sufficient to pay all of the principal, premium, if any, and accrued interest due on the Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date thereof pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. If on any date which is no earlier than 60 days prior to a Redemption Date, the Company has irrevocably deposited in trust with the Trustee U.S. Legal Tender, U.S. Government Obligations or a combination thereof in an amount sufficient to pay all of the principal, premium, if any, and interest due on the Notes payable on such Redemption Date, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof on such Redemption Date pursuant to the terms of this Indenture, then and after the date of such deposit such Notes shall be deemed to be not outstanding for purposes of determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver, consent or notice which requires the consent of at least a majority in aggregate principal amount of Notes then outstanding.

Outstanding Notes. Notes outstanding at any time (“Outstanding Notes”) are all Notes authenticated by the Trustee except for those cancelled for: (i) Notes theretofore canceled by it, those the Trustee or delivered to it the Trustee for cancellation: (ii) Notes for the payment or redemption of which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes, those provided that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; (iii) Notes which have been paid pursuant to Section 2.11 2.7 or in exchange for or in lieu of which other Notes have been authenticated and those described delivered pursuant to this Indenture, other than any such Notes in this Section 2.12 as not outstanding. A Note does not cease respect of which there shall have been presented to be outstanding the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in the event the Issuer or an Affiliate whose hands such Notes are valid obligations of the Issuer holds the NoteCompany; and (iv) Notes converted into Common Stock pursuant to Article IX; provided, however, however that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to given, made or voted in favor of taken any request, demand, authorization, direction, notice, consent, waiver, amendment consent or modification waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding Notes, except that, in determining whether the Trustee shall be protected in relying upon any such quorumdetermination as to the presence of a quorum or upon any such request, demand, authorization, direction, notice, consent or votewaiver or other action, only Notes which a Trust Responsible Officer of the Trustee actually knows has been notified in writing to be held by so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding Notes if the Issuer pledgee is not the Company or an any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may beCompany, and the Paying Agent is not prohibited from paying Trustee shall be protected in relying upon an Officer’s Certificate to such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueeffect.

Outstanding Notes. Notes outstanding at any time include and are limited to all Notes authenticated by the Trustee except for (i) those cancelled by it, (ii) those delivered to it for cancellation, cancellation and (iii) those paid pursuant to Section 2.11 and those described in deemed not outstanding under this Section 2.12 as not outstanding2.08. A If the Company or an Affiliate of the Company holds the Note, a Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Noteoutstanding; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted concurred in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment waiver or modification other action hereunder, Notes owned by the Company or relying any other obligor upon the Notes or any Affiliate of the Company or such quorum, consent or voteother obligor shall be disregarded and deemed not to be outstanding. Subject to the foregoing, only Notes which outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9); provided that, for purposes of deciding if the Trustee shall be protected in relying on a direction or other Act of the Holders, only Notes that a Trust Officer of the Trustee actually knows to be held are owned by the Issuer Company or an Affiliate of the Issuer any other obligor shall not be considered outstandingso disregarded. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trustholds, in accordance with this Indenture, on a redemption date Fundamental Change Purchase Date or maturity dateon the Maturity Date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (date, then immediately after such Fundamental Change Purchase Date or portions thereof) to be redeemed or maturingMaturity Date, as the case may be, and the Paying Agent is not prohibited from paying such money Notes shall cease to the Holders on that date pursuant to the terms of this Indenture or the notice of redemptionbe outstanding, Special Interest, if any, on such Notes shall cease to accrue and such Notes shall cease to be convertible. If a Note is converted in accordance with Article 10, then on from and after that date the time of conversion on the Conversion Date, such Notes (or portions thereof) Note shall cease to be outstanding and interest Special Interest, if any, shall cease to accrue on them ceases to accruesuch Note.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A ; (2) any Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.08 unless and until the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. ; and (3) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due. (b) A mutilated Note ceases does not cease to be outstanding because the Issuers or one of their Affiliates holds the Note; provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Issuers or any Affiliate of the Issuers will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon surrender of any such Note and replacement pursuant request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to Section 2.11. be so owned will be so disregarded). (c) If the a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, principal and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the no Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee or the Authentication Agent except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.12 2.08 as not outstanding. A Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding in the event because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate a Subsidiary of the Issuer shall not be considered outstandingdeemed to be outstanding for purposes of Section 3.07 hereof. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected purchaserbona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated If the entire principal amount and premium, if any, of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust, in accordance with this Indentureholds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may bedate, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to accrue interest. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be outstanding given or taken by Holders may be embodied in and interest evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the documents containing the proposal on them ceases which such consent is requested and certifies such Holders’ consent thereto and agreement to accruebe bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Issuer.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to each of them that the replaced Note is held by a bona fide purchaser. If the Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date or the Stated Maturity of the Notes money sufficient to pay Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them shall cease to accrue. Notes, or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Article Eight) in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside, segregated and held in trust by the Company for the Holders of such Notes (if the Company shall act as its own Paying Agent), on and after that time shall cease to be outstanding and, in the case of redemption, interest on such Notes shall cease to accrue, provided that if such Notes, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice. A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate one of the Issuer its Affiliates holds the such Note; , provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunderthat, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of given any request, demand, authorization, direction, notice, consent, waiver, amendment consent or modification waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such quorumrequest, demand, authorization, direction, notice, consent or votewaiver, only Notes which a Trust Officer the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee actually knows the pledgee's right so to be held by act with respect to such Notes and that the Issuer pledgee is not the Company or an any other obligor upon the Notes or any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender Company or of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueother obligor.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Subject to Section 2.09, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate any of the Issuer its Affiliates holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.112.07. If on a Redemption Date or the Maturity Date the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date U.S. Legal Tender or maturity date, money U.S. Government Obligations sufficient to pay all of the principal, premium, if any, and accrued interest due on the Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date thereof pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. If on any date which is no earlier than 60 days prior to a Redemption Date, the Company has irrevocably deposited in trust with the Trustee U.S. Legal Tender, U.S. Government Obligations or a combination thereof in an amount sufficient to pay all of the principal, premium, if any, and interest due on the Notes payable on such Redemption Date, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof on such Redemption Date pursuant to the terms of this Indenture, then and after the date of such deposit such Notes shall be deemed to be not outstanding for purposes of determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver, consent or notice which requires the consent of at least a majority in aggregate principal amount of Notes then outstanding.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Responsible Officer of the Trustee or the Registrar actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee or the Registrar and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates holds (and in case of any Paying Agent that is not a party to this Indenture and that is not an Affiliate of the Trustee, holds in trust), in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate a Subsidiary of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Responsible Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, by 11:00 a.m. (New York City time) on a redemption Redemption Date or other maturity date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or otherwise maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid cancellation pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A 2.07; (2) any Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.04 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender ; and (3) on or after the maturity date or any Redemption Date or date for purchase of such Note and replacement the Notes pursuant to Section 2.11. If 4.12 or Section 4.13, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent segregates and Agent, other than the Issuer or an Affiliate of the Issuer) holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes amounts then due. (or portions thereofb) to be redeemed or maturing, as the case may be, and the Paying Agent is A Note does not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding because the Issuer or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and interest on them ceases deemed not to accruebe outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee or the Registrar actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee or the Registrar and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee Authentication Agent except for (i) those cancelled canceled by it, ; (ii) those delivered to it for cancellation; (iii) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those paid pursuant to Section 2.11 Notes theretofore authenticated and delivered by the Authentication Agent hereunder; and (iv) those described in this Section 2.12 2.09 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate one of the Issuer its Affiliates holds the Note; provided. If a Note is replaced pursuant to Section 2.08, howeverit ceases to be outstanding unless the Authentication Agent, with a copy to the Trustee, receives proof satisfactory to it that (i) for purposes the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of determining which the Company. If the Paying Agent holds, in its capacity as such, on any Maturity Date, money sufficient to pay all accrued interest and principal with respect to the Notes are payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding for consent or voting purposes hereunderand interest on them ceases to accrue. For each series of Original Issue Discount Notes, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of such Notes that shall be deemed to be outstanding Notes are present at a meeting of and used to determine whether the necessary Holders of Notes for quorum purposes or have consented to or voted in favor of given any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer waiver shall be the amount of the Trustee actually knows to principal thereof that would be held by the Issuer or an Affiliate due and payable as of the Issuer shall not be considered outstanding. If date of such determination upon a Note is replaced declaration of acceleration of the maturity thereof pursuant to Section 2.11 (other than 5.02. For each series of Notes denominated in a mutilated Note surrendered for replacement)Non-Dollar Currency, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender principal amount of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on Notes that date with respect to the Notes (or portions thereof) to shall be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease deemed to be outstanding and interest used to determine whether the necessary Holders have given any request, demand, authorization, direction, notice, consent or waiver shall be the Dollar equivalent, as determined by the Company by reference to the noon buying rate in New York for cable transfers for such currency, as such rate is certified for customs purposes by the Federal Reserve Bank of New York (the “Exchange Rate”) on them ceases the date of original issuance of such Notes, of the principal amount (or, in the case of Original Issue Discount Notes, the Dollar equivalent, as determined by the Company by reference to accruethe Exchange Rate on the date of the original issuance of such Notes, of the amount determined as provided above), of such Notes.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those (i) Notes theretofore cancelled by it, those the Trustee or delivered to it the Trustee for cancellation; (ii) Notes for the payment or redemption of which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside, those paid segregated and held in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed prior to the maturity thereof, written notice of such redemption has been duly given pursuant to this Indenture, or provision satisfactory to the Trustee shall have been made for giving such notice; and (iii) Notes in substitution for which other Notes shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of this Indenture (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that such Note is held by a Person in whose hands such Note is a legal, valid and binding obligation of the Issuer). Except as set forth in Section 2.11 and those described in this Section 2.12 as not outstanding. A 2.09 hereof, a Note does not cease to be outstanding in the event because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer Registrar receive proof satisfactory to each of them that the replaced Note is held by a protected purchaser. A mutilated If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust(other than the Issuer, in accordance with this Indenturea Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, premium and accrued interest with respect to the outstanding Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled by itit or a Registrar, those delivered to it or a Registrar for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Subject to Section 2.09, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate any of the Issuer its Affiliates holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.112.07. If on a Redemption Date or the Maturity Date, as applicable, the Paying Agent segregates and holds in trustU.S. Legal Tender, in accordance with this IndentureU.S. Government Obligations, on or a redemption date or maturity date, money combination thereof sufficient to pay all of the principal, premium, if any, and accrued interest due on the Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. If on any date which is no earlier than 60 days prior to a Redemption Date, the Company has irrevocably deposited in trust with the Trustee U.S. Legal Tender, U.S. Government Obligations or a combination thereof in an amount sufficient to pay all of the principal, premium, if any, and interest due on the Notes payable on such Redemption Date, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof on such Redemption Date pursuant to the terms of this Indenture, then and after the date of such deposit such Notes shall be deemed to be not outstanding for purposes of determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver, consent or notice which requires the consent of at least a majority in aggregate principal amount of Notes then outstanding.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the either Issuer or an Affiliate of the either Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the either Issuer or an Affiliate of the either Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled by itit or a Registrar, those delivered to it or a Registrar for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Subject to Section 2.09, a Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate any of the Issuer its Affiliates holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.112.07. If on a Redemption Date or the Maturity Date, the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money immediately available funds sufficient to pay all of the principal, premium, if any, and accrued interest due on the Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date thereof pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. If on any date which is no earlier than 60 days prior to a Redemption Date, the Company has irrevocably deposited in trust with the Trustee U.S. Legal Tender, U.S. Government Obligations or a combination thereof in an amount sufficient to pay all of the principal, premium, if any, and interest due on the Notes payable on such Redemption Date, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof on such Redemption Date pursuant to the terms of this Indenture, then and after the date of such deposit such Notes shall be deemed to be not outstanding for purposes of determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver, consent or notice which requires the consent of at least a majority in aggregate principal amount of Notes then outstanding.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.7 and those described in this Section 2.12 2.8 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 13.5 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.7. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.12 2.08 as not outstanding. A Note does Any Notes acquired by any of the Issuers or the Guarantors or by any Affiliate of the Issuers or a Guarantor shall be cancelled pursuant to Section 2.11 (and, if not cease cancelled by the Issuers, shall be deemed to be cancelled) and be deemed to be no longer outstanding in under this Indenture; provided that the event the Issuer foregoing shall not apply to any Additional Notes initially issued pursuant to Section 4.09(iii) hereof to any such Affiliate or held by any transferee of such Affiliate that is an Affiliate of such Affiliate (the Issuer holds the Note; provided, however, that (i) for purposes of determining which foregoing proviso to only be applicable so long as such Additional Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer such Affiliate or an Affiliate of the Issuer shall not be considered outstandingTransferee). If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected purchaserpurchaser (as defined in Section 8-303 of the Uniform Commercial Code). A mutilated If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust, in accordance with this Indenture(other than the Issuers or a Guarantor or an Affiliate of the Issuers or a Guarantor) holds, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders payable on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee Trustee, except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.8 as not outstanding. A Note does Notwithstanding anything to the contrary contained in this Indenture (except as set forth in Section 2.9 hereof), neither the Company nor any Affiliate of the Company shall be counted in respect of any Acts of Holders or for purposes of determining whether Holders of the requisite portion of Notes have authorized or agreed or consented to a request, direction, notice, consent or waiver, or denied authorization with respect to any matter requiring the agreement, consent, authorization or waiver of the Holders and all Notes held by the Company or any Affiliate of the Company shall be deemed not to be issued and not to be outstanding for purposes thereof. Except as specifically provided herein, such Notes do not cease to be outstanding in the event the Issuer or for other purposes under this Indenture solely because an Affiliate of the Issuer holds Company owns the Note; provided, however, that (i) for purposes Notes of determining which Notes are outstanding for consent record or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstandingbeneficially. If a any Note is replaced pursuant to Section 2.11 (other than a mutilated 2.7, such Note surrendered for replacement), it ceases shall cease to be outstanding as of the date it is replaced, unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected bona fide purchaser. A mutilated If the principal of, interest on, or Defaulted Interest, if any, or premium, if any, on any Notes is considered paid under Section 4.1 hereof, such amount shall cease to be outstanding, and any interest on such amount ceases to accrue as of the date of such payment. If any Note ceases is redeemed, repurchased or converted, the principal amount of such Note so redeemed, repurchased or converted shall cease to be outstanding upon surrender and interest thereon shall cease to accrue as of the date of such Note and replacement pursuant to Section 2.11payment. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity dateStated Maturity Date, money sufficient sufficient, in immediately available funds, to pay all principalprincipal of, interest on and premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) the portion thereof to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any), then on and after that date such Notes (or portions thereof) cease shall no longer be deemed to be outstanding and interest on them ceases shall cease to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it the Issuer for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.12 2.08 as not outstanding. A Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding in the event because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected bona fide purchaser. A mutilated If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust(other than the Issuer, in accordance with this Indenturea Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. None of the Issuer, the Trustee, or any Agent shall have any responsibility or obligation to any Beneficial Owner in a Global Note, a Participant, an Indirect Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant or Indirect Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any a Participant, Indirect Participant, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Note. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of Beneficial Owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Issuer, the Trustee, and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants, Indirect Participants and any Beneficial Owners. The Issuer, the Trustee, and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the Beneficial Owners thereof. None of the Issuer, the Trustee, or any Agent have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Participant, Indirect Participant or between or among the Depositary, any such Participant and Indirect Participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or portions thereofits nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) cease to be outstanding and interest on them ceases to accrueas Holder of such Global Note.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to each of them that the replaced Note is held by a bona fide purchaser. If the Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date or the Stated Maturity of the Notes money sufficient to pay Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them shall cease to accrue. Notes, or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Article VIII) in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside, segregated and held in trust by the Company for the Holders of such Notes (if the Company shall act as its own Paying Agent), on and after that time shall cease to be outstanding and, in the case of redemption, interest on such Notes shall cease to accrue, provided that if such Notes, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice. A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate one of the Issuer its Affiliates holds the such Note; , provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunderthat, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of given any request, demand, authorization, direction, notice, consent, waiver, amendment consent or modification waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such quorumrequest, demand, authorization, direction, notice, consent or votewaiver, only Notes which a Trust Officer the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee actually knows the pledgee's right so to be held by act with respect to such Notes and that the Issuer pledgee is not the Company or an any other obligor upon the Notes or any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender Company or of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueother obligor.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those ; (2) any Note which has been replaced or paid pursuant to Section 2.11 2.08 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced or paid Note is held by a protected purchaser; and (3) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an offer to purchase, those described in this Section 2.12 as not outstanding. Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate of the Issuer) holds money sufficient to pay all amounts then due. (b) A Note does not cease to be outstanding in the event because the Issuer or an Affiliate one of the Issuer its Affiliates holds the Note; provided, however, provided that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted in favor of taken any request, demand, authorization, direction, notice, consent, waiver, amendment waiver or modification other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such quorumrequest, consent demand, authorization, direction, notice, consent, waiver or voteother action, only Notes which a Trust Officer of the Trustee actually knows to be held by so owned will be so disregarded). (c) If a Paying Agent segregates (if such Paying Agent is the Issuer or an Affiliate a Wholly-Owned Subsidiary of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates Issuer) and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, principal and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the no Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Company) holds in trust, in accordance with this Indenture, on a redemption date Fundamental Change Repurchase Date or maturity dateMaturity Date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (aggregate Fundamental Change Repurchase Price or portions thereof) to be redeemed or maturingprincipal amount, as the case may be, with respect to all Notes to be paid upon Repurchase Upon Fundamental Change upon the exercise by Holders of their repurchase rights or maturity, as the case may be, in each case plus, if applicable, accrued and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to unpaid interest, if any, payable as herein provided upon Repurchase Upon Fundamental Change or maturity in accordance with the terms of this Indenture Indenture, then (unless there shall be a Default in the payment of such aggregate Fundamental Change Repurchase Price or principal amount, or of such accrued and unpaid interest), except as otherwise provided herein, on and after such date such Notes shall be deemed to be no longer outstanding, interest on such Notes shall cease to accrue, and such Notes shall be deemed paid whether or not such Notes are delivered to the notice Paying Agent. Thereafter, all rights of redemptionthe Holders of such Notes shall terminate with respect to such Notes, other than the right to receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such accrued and unpaid interest, in accordance with this Indenture. If a Note is converted in accordance with Article X, then, from and after the time of such conversion on the Conversion Date, such Note shall cease to be outstanding, and interest, if any, then on and after that date such Notes (or portions thereof) shall cease to accrue on such Note unless there shall be outstanding a Default in the payment or delivery of the consideration payable hereunder upon such conversion. For purposes of the Notes, this Section 2.06 shall supersede and interest on them ceases modify the definition of “Outstanding” under the Base Indenture to accruethe extent this Section 2.06 is inconsistent or conflicts with such definition.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.07 and those described in this Section 2.12 2.08 as not outstanding. A Note does not cease to be outstanding in the event the an Issuer or an Affiliate of the an Issuer holds the Note; provided, however, that (ia) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.06 shall apply and (iib) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the an Issuer or an Affiliate of the an Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.07. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee Trustees except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.9 and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee Trustees shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee Trustees or the Registrar actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.9 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee Trustees or the Registrar and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.9. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those (i) Notes theretofore cancelled by it, those the Trustee or delivered to it the Trustee for cancellation; (ii) Notes for the payment or redemption of which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or set aside, those paid segregated and held in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed prior to the maturity thereof, written notice of such redemption has been duly given pursuant to this Indenture, or provision satisfactory to the Trustee shall have been made for giving such notice; and (iii) Notes in substitution for which other Notes shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of this Indenture (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that such Note is held by a Person in whose hands such Note is a legal, valid and binding obligation of the Issuer). Except as set forth in Section 2.11 and those described in this Section 2.12 as not outstanding. A 2.09 hereof, a Note does not cease to be outstanding in the event because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. 41 If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer Registrar receive proof satisfactory to each of them that the replaced Note is held by a protected purchaser. A mutilated If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust(other than the Issuer, in accordance with this Indenturea Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, premium and accrued interest with respect to the outstanding Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid ; (2) any Note which has been replaced pursuant to Section 2.11 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and (3) on or after the maturity date or any redemption date, those described in this Section 2.12 as not outstanding. Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due. (b) A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate one of the Issuer its Affiliates holds the Note; provided, however, provided that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted in favor of taken any request, demand, authorization, direction, notice, consent, waiver, amendment waiver or modification other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such quorumrequest, consent demand, authorization, direction, notice, consent, waiver or voteother action, only Notes which a Trust Officer the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee actually knows the pledgee's right so to be held by act with respect to such Notes and that the Issuer pledgee is not the Company or an any Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueCompany.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest and any Additional Amounts payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Definitive Notes authenticated by the Trustee and, in the case of the Global Notes, all Global Notes authenticated by the Registrar and effectuated by the CSK except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease ceases to be outstanding in the event the Issuer or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, Notes shall cease to be outstanding in the provisions event the Company or an Affiliate of Section 13.6 shall apply the Company holds the Note and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. In the case of a Global Note, save for the purposes of clause (i) of the preceding sentence, the Trustee shall rely on the records of the Clearing Systems, Luxembourg in relation to any determination of the principal amount outstanding of such Global Note. For this purpose, “records” means the records that each of the Clearing Systems, Luxembourg holds for its customers which reflect the amount of such customer’s interest in the Notes. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09 hereof, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders Noteholders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.12 2.08 as not outstanding. A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of determining which Section 2.08(b) hereof. (b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced note is held by a protected purchaser. (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. (d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) segregates and holds in trust, in accordance with this Indenture, on a date of redemption (a “Redemption Date”) or maturity date, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes are payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 and shall apply and cease to accrue interest. (iie) in In determining whether the Trustee shall be protected in making a determination whether the Holders holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, waiver amendment or modification hereunder, Notes held for the account of the Company, or any of its Subsidiaries or any of its Affiliates shall be disregarded and deemed not to be outstanding, except that in determining whether the Trustee shall be protected in the making of such determination or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer so owned shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrueso disregarded.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee or the Authenticating Agent except for those cancelled canceled by iteither of them, those delivered to it either of them for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.09 as not outstanding. A In addition, the aggregate principal amount of Initial Notes equivalent to the Initial Notes Reduction Amount shall not be deemed to be outstanding upon issuance of Additional Notes in excess of $20.0 million, unless such amount of Initial Notes is not redeemed on the Business Day following the Transaction Effective Date in accordance with clause (b) of Section 7 of the relevant Global Note, in which case such amount of Initial Notes will be deemed to be outstanding on and from the day immediately succeeding such Business Day. Subject to Section 12.04, a Note does not cease to be outstanding in the event because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.08, it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent receives (or the Issuer or another Restricted Subsidiary is acting as Paying Agent and such Paying Agent segregates and holds in trust, ) in accordance with this Indenture, by 11:00 a.m. London time on a each redemption date or maturity date, date money sufficient to pay all principal, principal and interest and premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money amount to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (i) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and ; (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes Note which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.04 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If ; and (iii) on or after the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a maturity date or any redemption date or maturity datedate for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate of the Issuer) holds money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes amounts then due. (or portions thereofb) to be redeemed or maturing, as the case may be, and the Paying Agent is A Note does not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding because the Issuer or one of its Affiliates holds the Note; provided, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and interest on them ceases deemed not to accruebe outstanding (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which a Responsible Officer of the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09 hereof, it ceases to be outstanding unless and until the Trustee and the Issuer receive proof reasonably satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Issuer or an Affiliate of the Issuer) holds in trust, in accordance with this Indenture, on a redemption the maturity date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Issuer or one of its Affiliates holds such Note; provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer or any Guarantor or any Affiliate of the Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any other obligor of the Notes or any Affiliate of the Issuer or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.09 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof satisfactory to each of them that the replaced Note is held by a protected BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note security and replacement thereof pursuant to Section 2.112.09. If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, the Stated Maturity of the Notes money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. Notes, or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Article Eight) in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside, segregated and held in trust by the Company for the Holders of such Notes (if the Company shall act as its own Paying Agent), on and after that time shall cease to be outstanding and, in the case of redemption, interest on such Notes shall cease to accrue; PROVIDED that if such Notes, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note; PROVIDED, HOWEVER, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate of the Issuer Company holds the such Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09 hereof, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the such replaced Note is held by a protected bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, Maturity date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or such portions thereof) shall cease to be outstanding and interest on them ceases shall cease to accrue. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent or any amendment, modification or other change to this Indenture, Notes held or beneficially owned by the Company or a Restricted Subsidiary of the Company or by an Affiliate of the Company or a Restricted Subsidiary of the Company or by agents of any of the foregoing shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes which a Trust Officer knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee such pledgee's right so to act with respect to the Notes and that the pledgee is not the Company or an Affiliate of the Company or any of their agents.

Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.12 2.08 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company, any of its subsidiaries or any of their Affiliates shall be disregarded and deemed not to be outstanding, except that in determining whether the Trustee shall be protected in making such a determination or relying upon any such quorum, consent or vote, only Notes which a Trust Responsible Officer of the Trustee actually knows to be held by so owned shall be so disregarded. Except as set forth in this Section 2.08, a Note does not cease to be outstanding because the Issuer Company or an Affiliate of the Issuer shall not be considered outstandingCompany holds the Note. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note is held by a protected purchaser. A mutilated If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust(other than the Company, in accordance with this Indenturea Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in because the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.7, it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, date money sufficient to pay all principal, premium, if any, principal and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note; PROVIDED, HOWEVER, that, in determining whether the Holders of the requisite principal amount at maturity of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time include and are limited to all Notes authenticated by the Trustee except for those (i) Notes cancelled by it, those the Trustee or required to be delivered to it the Trustee for cancellationcancellation in accordance with Section 2.11, those paid (ii) Notes, or portions thereof, the principal of which has become due and payable on the Maturity Date, on a Fundamental Change Purchase Date or otherwise, and in respect of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent), (iii) Notes, or portions thereof, that have been converted pursuant to ARTICLE 12 and that are required to be cancelled pursuant to Section 2.11 and those described in this (iv) Notes repurchased by the Company, directly or indirectly, whether by the Company or its Subsidiaries, pursuant to Section 2.12 as not outstanding2.15 (other than Notes repurchased pursuant to cash-settled swaps or other derivatives). A Note does not cease to be outstanding in For the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes purpose of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted concurred in favor of any request, demand, authorization, direction, notice, consent, waiverwaiver or other action hereunder (including, amendment or modification hereunderwithout limitation, determinations pursuant to ARTICLE 7 and ARTICLE 11) only outstanding Notes on the relevant record date shall be considered in any such determination. In addition, for the purpose of any such determination, Notes that are owned by the Company, the Guarantor, or relying upon by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or the Guarantor (unless the Company, the Guarantor, or such Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or the Guarantor owns all of the outstanding Notes) shall be disregarded and deemed not to be outstanding for the purpose of any such quorumdetermination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent consent, waiver or vote, other action only Notes which that a Trust Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 2.09 if the pledgee shall establish to the satisfaction of the Trustee actually knows the pledgee’s right to be held so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or the Guarantor. In the case of a dispute as to such right, any decision by the Issuer or an Affiliate Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Issuer Trustee, the Company shall not be considered outstanding. If a Note is replaced pursuant furnish to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee promptly an Officer’s Certificate listing and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay identifying all principal, premiumNotes, if any, and accrued interest payable on that date with respect to known by the Notes (or portions thereof) Company to be redeemed owned or maturingheld by or for the account of any of the above described Persons; and, subject to Section 8.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the case may be, facts therein set forth and of the Paying Agent is fact that all Notes not prohibited from paying listed therein are outstanding for the purpose of any such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accruedetermination.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.10 and those described in this Section 2.12 2.11 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 13.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes The notes outstanding at any time are all Notes the notes authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.12 2.08 as not outstanding. A Note Except as set forth in Section 2.09 hereof, a note does not cease to be outstanding in because the event the Issuer Issuers or an Affiliate of the Issuer Issuers holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstandingnote. If a Note note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.07 hereof, it ceases to be outstanding unless the Trustee and the Issuer receive receives proof satisfactory to them it that the replaced Note note is held by a protected purchaser. A mutilated Note If the principal amount of any note is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Note and replacement pursuant interest on it ceases to Section 2.11accrue. If the Paying Agent segregates and holds in trust(other than the Parent, in accordance with this Indenturethe Issuers, a Subsidiary of the Parent or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) notes will be deemed to be no longer outstanding and will cease to accrue interest. In determining whether the Holders of the requisite principal amount of notes have concurred in any consent, notes owned by the Parent, the Company or an Affiliate of the Parent or the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in conclusively relying on any such consent, only notes that the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respect to such notes and interest on them ceases that the pledgee is not the Parent, the Company or an Affiliate of the Parent or the Company. Notwithstanding the foregoing, notes that are to accruebe acquired by the Parent, the Company or an Affiliate of the Parent or the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such notes passes to such entity.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Issuers or an Affiliate of the Issuer Issuers holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 13.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Issuers or an Affiliate of the Issuer Issuers shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for (i) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and ; (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes Note which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.04 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If ; and (iii) on or after the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a maturity date or any redemption date or maturity datedate for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate of the Issuer) holds money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes amounts then due. (or portions thereofb) to be redeemed or maturing, as the case may be, and the Paying Agent is A Note does not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding because the Issuer or one of its Affiliates holds the Note, PROVIDED that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and interest on them ceases deemed not to accruebe outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Issuer or any Affiliate of the Issuer.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.8 and those described in this Section 2.12 2.9 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee or the Registrar actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee or the Registrar and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.8. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement)2.09 hereof, it ceases to be outstanding unless and until the Trustee and the Issuer Company receive proof reasonably satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and (other than the Company or an Affiliate of the Company) holds in trust, in accordance with this Indenture, on a redemption the maturity date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anydate, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note; provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor of the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate of the Issuer Company holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Responsible Officer of the Trustee or the Registrar actually knows to be held by the Issuer Company or an Affiliate of the Issuer Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee or the Registrar and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those paid pursuant to Section 2.11 and those described in this Section 2.12 as not outstanding. A ; (2) any Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is has been replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding 2.08 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. ; and (3) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an offer to purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate of the Issuer) holds money sufficient to pay all amounts then due. (b) A mutilated Note ceases does not cease to be outstanding because the Issuer or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount at maturity of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon surrender of any such Note and replacement pursuant request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to Section 2.11. be so owned will be so disregarded). (c) If the a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, principal and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the no Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for those for: (1) Notes cancelled by it, those the Trustee or delivered to it for cancellation, those ; (2) any Note which has been replaced or paid pursuant to Section 2.11 2.08 unless and until the Trustee and the Issuer receive proof satisfactory to them that the replaced or paid Note is held by a protected purchaser; and (3) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an offer to purchase, those described in this Section 2.12 as not outstanding. Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Issuer or an Affiliate of the Issuer) holds money sufficient to pay all amounts then due. (b) A Note does not cease to be outstanding in the event because the Issuer or an Affiliate one of the Issuer its Affiliates holds the Note; provided, however, provided that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of the outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted in favor of taken any request, demand, authorization, direction, notice, consent, waiver, amendment waiver or modification other action hereunder, Notes owned by the Issuer or any Affiliate of the Issuer will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such quorumrequest, consent demand, authorization, direction, notice, consent, waiver or voteother action, only Notes which a Trust Officer of the Trustee actually knows to be held by so owned will be so disregarded). (c) If a Paying Agent segregates (if such Paying Agent is the Issuer or an Affiliate a Wholly-Owned Subsidiary of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates Issuer) and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal, premium, if any, principal and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the no Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) will cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.07 and those described in this Section 2.12 2.08 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (ia) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.05 shall apply and (iib) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.07. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.11 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Company or an Affiliate of the Issuer Company holds the such Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Company or an Affiliate of the Issuer a Subsidiary shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee Trustees except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 2.9 and those described in this Section 2.12 2.10 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 12.6 shall apply and (ii) in determining whether the Trustee Trustees shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee Trustees or the Registrar actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.9 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee Trustees or the Registrar and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.9. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.11 cancellation and those described in this Section 2.12 2.11 as not outstanding. A Note does not cease to be outstanding in the event the Issuer Issuers or an Affiliate of the Issuer Issuers holds the Note; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer Issuers or an Affiliate of the Issuer Issuers shall not be considered outstanding. If a Note is replaced pursuant to Section 2.11 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.112.10. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if anyIndenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time include and are limited to all Notes authenticated by the Trustee except for those (i) Notes cancelled by it, those the Trustee or required to be delivered to it the Trustee for cancellationcancellation in accordance with Section 2.10, those paid (ii) Notes, or portions thereof, the principal of which has become due and payable on the Maturity Date, on a Fundamental Change Purchase Date or otherwise, and in respect of which monies in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent), (iii) Notes, or portions thereof, that have been converted pursuant to Article 11 and that are required to be cancelled pursuant to Section 2.11 2.10 and those described in this (iv) Notes repurchased by the Company, directly or indirectly, whether by the Company or its Subsidiaries, pursuant to Section 2.12 as not outstanding2.14 (other than Notes repurchased pursuant to cash-settled swaps or other derivatives). A Note does not cease to be outstanding in For the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes purpose of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes have given or have consented to or voted concurred in favor of any request, demand, authorization, direction, notice, consent, waiverwaiver or other action hereunder (including, amendment or modification hereunderwithout limitation, or relying upon determinations pursuant to Articles 7 and 10) only outstanding Notes shall be considered in any such quorumdetermination. In addition, consent for the purpose of any such determination, Notes that are owned by the Company, by any Subsidiary thereof or voteby any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes which that a Trust Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 2.08 if the pledgee shall establish to the satisfaction of the Trustee actually knows the pledgee’s right to be held so act with respect to such Notes and that the pledgee is not the Company, a Subsidiary thereof or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or a Subsidiary thereof. In the case of a dispute as to such right, any decision by the Issuer or an Affiliate Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Issuer Trustee, the Company shall not be considered outstanding. If a Note is replaced pursuant furnish to Section 2.11 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee promptly an Officer’s Certificate listing and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.11. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay identifying all principal, premiumNotes, if any, and accrued interest payable on that date with respect to known by the Notes (or portions thereof) Company to be redeemed owned or maturingheld by or for the account of any of the above described Persons; and, subject to Section 8.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the case may be, facts therein set forth and of the Paying Agent is fact that all Notes not prohibited from paying listed therein are outstanding for the purpose of any such money to the Holders on that date pursuant to the terms of this Indenture or the notice of redemption, if any, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accruedetermination.