Common use of Outstanding Securities Clause in Contracts

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.0510.5. If a Security is replaced pursuant to Section 2.082.8, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled Securities canceled by it, those Securities delivered to it for cancellation, those paid and those Securities described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless and until the Trustee Trustee, the Company and the Company Guarantor receive proof satisfactory to them that the replaced Security is held by a holder protected purchaser, as defined in due courseSection 8-303 of the Uniform Commercial Code as in effect from time to time in the State of New York. If the Paying Agent or Swiss Paying Agent (other than the Company Company, the Guarantor or an affiliate of the CompanyCompany or the Guarantor) holds on the maturity date Maturity Date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that such date, then on and after that such date such Securities shall cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company Company, the Guarantor or one of its the affiliates of the Company or the Guarantor holds such Security, ; provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities shall have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company Company, the Guarantor or any affiliate of the Company or the 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be that such Securities are so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, the Guarantor, or by any affiliate of the CompanyCompany or the Guarantor, as security for loans or other obligations, otherwise than to another such affiliate of the CompanyCompany or the Guarantor, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company Company, the Guarantor or by any such affiliate.

Outstanding Securities. Subject to Section 2.10, the Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding and those that have been defeased pursuant outstanding. Subject to Section 8.052.10, a Security does not cease to be outstanding because the Issuer or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.082.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless and until a Responsible Officer of the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company Issuer, a Subsidiary of the Issuer or an affiliate Affiliate of the CompanyIssuer) holds on the maturity Maturity Date of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity Date thereof pursuant to Section 6.02. If the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on any redemption date or date for repurchase of the Securities money Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds cash in Dollars or U.S. Government Obligations, or a combination thereof, in amounts sufficient to pay all of the principal and interest due on the Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateAffiliate.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds, as of 11:00 a.m. New York City time on a Fundamental Change Repurchase Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date or the Maturity Date, provided, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase Date or the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest in accordance with this Indenture. For the avoidance of doubt, uncontrolled any Securities that are not submitted by a Holder for a Repurchase Upon Fundamental Change pursuant to Section 3.01 shall remain outstanding and shall be unaffected by this paragraph. If a Security is converted in accordance with Article 10 then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding solely for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. DETERMINATIONS OF HOLDERS' ACTION. Securities outstanding of any series "OUTSTANDING" at any time are are, as of the date of determination, all the Securities that have been of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.10 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding "OUTSTANDING" because the Company or one of its affiliates an Affiliate thereof holds such the Security; PROVIDED, providedHOWEVER, however, that, that in determining whether the Holders of the requisite principal amount Principal Amount of the outstanding Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by in good faith may be regarded as Outstanding if the Company, or by any affiliate pledgee establishes to the satisfaction of the Company, as security for loans Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligations, otherwise than to another such affiliate obligor upon the Securities or any Affiliate of the CompanyCompany or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Principal Amount of a Discount Security that shall be deemed to be outstandingOutstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a Security denominated in a foreign currency or currencies shall be the Dollar equivalent, as determined on the date of original issuance of such Security, of the Principal Amount (or, in the case of a Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security has been paid pursuant to Section 2.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a BONA FIDE purchaser. If the Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay Securities and any coupons thereto appertaining payable on that date, then on and after that date such Securities shall cease to be outstanding and interest, if the pledgee is entitled any, on such Securities shall cease to accrue; PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateTrustee has been made.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section ‎Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. Except to the extent provided in the last paragraph of this Section 2.11, a Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.082.10, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate for a series of the Company) Securities holds on the maturity date or any a redemption date or date for repurchase of the Securities Maturity Date money sufficient to pay all principal and interest payable on that date with respect to the Securities payable of such series (or portions thereof) to be redeemed or repurchased on that datematuring, as the case may be, then on and after that date such Securities of such series (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A If the principal amount of any Security does not is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. Securities with respect to which the Company has effected legal defeasance or covenant defeasance as provided in Article Eight, cease to be outstanding because except to the Company or one of its affiliates holds such Security, provided, however, that, extent provided in Sections 8.03 and 8.04. In determining whether the Holders of the requisite principal amount of the outstanding Securities of a series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof on such date pursuant to Section 6.02, (B) the principal amount of a Security denominated in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of such currencies or currency units, determined in the manner provided as contemplated by Section 2.03 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent (as so determined) on the date of original issuance of such Security, of the amount determined as provided in Clause (A) above) of such Security, and (C) Securities owned by the Company or any affiliate other obligor upon the Securities 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 Securities as to which a Responsible Trust Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned as described in clause (C) above which are have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or by any other obligor upon the Securities or any Affiliate of the Company or of such affiliateother obligor.

Outstanding Securities. The Securities of any series outstanding at any time are all the Securities that have been of such series authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding and those that have been defeased pursuant to outstanding. Except as set forth in Section 8.05. If 2.11 hereof, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds the Security. Subject to the foregoing, only Securities outstanding at the time of such Securitydetermination shall be considered in any such determination (including, providedwithout limitation, however, thatdeterminations pursuant to Articles 6 and 9 hereof). In addition, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by (i) the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, Discount Security that shall be deemed to be outstanding, if outstanding shall be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 hereof and (ii) the terms principal amount of its pledge agreement a Security denominated in a foreign currency or currencies shall be the dollar equivalent, as determined on the date of original issuance of such Security, of the principal amount (or, in the case of a Discount Security, the dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and is free interest on it ceases to exercise in its accrue. If the Paying Agent (other than the Company, a Subsidiary or his discretion the right an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to vote pay Securities payable on that date, then on and after that date such securities, uncontrolled by the Company or by any such affiliateSecurities shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such SecuritySecurity unless cancelled pursuant to Section 2.11, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled to act with respect to such Securities. In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.02.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.9 and those described in this Section 2.10 as not outstanding. A Security ceases to be outstanding in the event the Company or a Subsidiary of the Company holds the Security, provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 12.6 shall apply and those that (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.082.9, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all amounts and Additional Amounts, if any, payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.9 and those described in this Section 2.10 as not outstanding. A Security ceases to be outstanding in the event the Company or a Subsidiary of the Company holds the Security, provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 11.6 shall apply and those that (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.082.9, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all amounts and Additional Amounts, if any, payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds as of 11:00 a.m. New York City time on a Fundamental Change Repurchase Date, the Maturity Date or any Redemption Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price, principal amount (plus accrued and unpaid interest, if any) or the Redemption Price, as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date, providedthe Maturity Date or such Redemption Date, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase , the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date or such Redemption Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price, principal amount, or of such accrued and deemed not to be outstandingunpaid interest or Redemption Price), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price, principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by or the Company Redemption Price in accordance with this Indenture. If a Security is converted in accordance with Article 10 then, from and after the time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.08, those described in this Section 2.09 as not outstanding and those that have been defeased pursuant to Section 8.058.06. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateAffiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds such the Security, ; provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by any a bona fide purchaser. 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 and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date, such affiliateSecurities (or portions thereof) shall cease to be outstanding and interest on them shall cease to accrue.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those as to which defeasance has been effected pursuant to Section 8.02 and those described in this Section 3.08 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.083.07, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities Maturity Date money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, that in determining whether the Holders of the requisite principal amount of the outstanding Securities of a series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities of such series 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 Securities as to which a Responsible Officer of the Trustee has received written notice actual knowledge to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or by any other obligor upon the Securities or any Affiliate of the Company or of such affiliateother obligor.

Outstanding Securities. Securities As of the date hereof, the authorized capital stock of the Company consists of [ ] shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share of which, [ ] shares of Common Stock are issued and outstanding. All issued and outstanding at any time are all Securities that securities of the Company issued prior to the transactions contemplated by this Agreement have been authenticated duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than preemptive rights of any holders of any security of the Company or an affiliate similar contractual rights granted by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or “Blue Sky” laws or, based in part on the representations and warranties of the purchasers of such Shares, exempt from such registration requirements. In addition, (i) none of the Company) holds on the maturity date ’s or any redemption date Subsidiary’s shares, interests or date for repurchase of the Securities money sufficient capital stock is subject to pay Securities payable preemptive rights or to be redeemed any other similar rights or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company Liens suffered or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned permitted by the Company or any affiliate Subsidiary; (ii) except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company shall be disregarded or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (iii) except as set forth in the Registration Statement, the Pricing Disclosure Package and deemed not the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged filed by the Company, ; (iv) there are no outstanding securities or by any affiliate instruments of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any such affiliateof its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Public Securities or Representatives’ Securities; and (vi) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled Securities canceled by it, those Securities delivered to it for cancellation, those paid pursuant to Section 2.08 and those Securities described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee Trustee, the Company and the Company Guarantor receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company Company, the Guarantor or an affiliate of the CompanyCompany or the Guarantor) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that such date, then on and after that such date such Securities shall cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company Company, the Guarantor or one of its the affiliates of the Company or the Guarantor holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities shall have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company Company, the Guarantor or any affiliate of the Company or the 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, the Guarantor, or by any affiliate of the CompanyCompany or the Guarantor, as security for loans or other obligations, otherwise than to another such affiliate of the CompanyCompany or the Guarantor, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company Company, the Guarantor or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered presented to it by the Issuer or its designee for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Issuer, the Guarantors or one of their Affiliates holds the Security. If a Security is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any a redemption date or maturity date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease ceases to accrue. A If a Security does is called for redemption or if it matures in less than six months and if the Issuer has satisfied its obligation to pay the Security, or if a Security has been converted in accordance with the provisions of Article Eleven, the Issuer and the Trustee need not cease treat the Security as outstanding in determining whether Holders of the required principal amount of Securities have concurred in any direction, waiver or consent. For each series of Original Issue Discount Securities, the principal amount of such Securities that shall be deemed to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining and used to determine whether the necessary Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, shall be the principal amount of such Securities owned that could be declared to be due and payable upon acceleration upon an Event of Default as of the date of such determination. When requested by the Company or any affiliate of Trustee, the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether Issuer will advise the Trustee shall be protected of such amount, showing its computations in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregardedreasonable detail. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant Subject to the terms foregoing provisions of its pledge agreement this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and is free unpaid, and to exercise in its or his discretion the right to vote accrue, which were carried by such securities, uncontrolled by the Company or by any such affiliateother Security.

Outstanding Securities. DETERMINATIONS OF HOLDERS' ACTION. Securities outstanding of any series "OUTSTANDING" at any time are are, as of the date of determination, all the Securities that have been of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.10 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding "OUTSTANDING" because the Company or one of its affiliates an Affiliate thereof holds such the Security; PROVIDED, providedHOWEVER, however, that, that in determining whether the Holders of the requisite principal amount Principal Amount of the outstanding Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by in good faith may be regarded as Outstanding if the Company, or by any affiliate pledgee establishes to the satisfaction of the Company, as security for loans Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligations, otherwise than to another such affiliate obligor upon the Securities or any Affiliate of the CompanyCompany or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, the Principal Amount of a Discount Security that shall be deemed to be outstandingOutstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2. If a Security has been paid pursuant to Section 2.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a BONA FIDE purchaser. If the Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay Securities payable on that date, then on and after that date such Securities shall cease to be outstanding and interest, if the pledgee is entitled any, on such Securities shall cease to accrue; PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateTrustee has been made.

Outstanding Securities. The Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.09 as not outstanding. Except as set forth in Section 2.10 hereof, a Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.082.08 hereof, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due courseprotected purchaser and will be deemed cancelled for all purposes. If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding, will be deemed cancelled, and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary of the Company or an affiliate Affiliate of the Companyany thereof) holds on the maturity date or any redemption date or date for repurchase of the Securities holds, at Maturity, money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities will be deemed to be no longer outstanding, will be deemed cancelled, and will cease to be outstanding and interest on them shall cease to accrueaccrue interest. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall Discount Security that will be deemed to be outstanding, if outstanding for such purposes will be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.02.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds such the Security. If a Security is replaced pursuant to Section 2.07, providedit ceases to be outstanding unless the Trustee receives proof satisfactory to it, howeveror a court holds, thatthat the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company) holds on any Redemption Date, Fundamental Change Purchase Date or Maturity Date, money sufficient to pay the aggregate Fundamental Change Purchase Price, Redemption Price or principal amount, as the case may be, with respect to all Securities to be redeemed, purchased or paid upon Redemption, pursuant to a Fundamental Change Purchase Offer or upon maturity, as the case may be, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any requesteach case plus, demandif applicable, authorizationaccrued and unpaid interest, directionif any, noticepayable as herein provided upon Redemption, consent pursuant to a Fundamental Change Purchase Offer or waiver hereunderupon maturity, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Redemption Price, Fundamental Change Purchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Redemption Price, the Fundamental Change Purchase Price or the principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article X, then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by any delivery of the consideration payable hereunder upon such affiliateconversion.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. The Securities of any series outstanding at any time are all the Securities of that have been series authenticated by the Trustee Trustee, except for those cancelled by it, those delivered to it for cancellation, and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Except as set forth in the final paragraph of this Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders an Affiliate of the requisite Company holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue. For each series of Original Issue Discount Securities, the principal amount of such Securities that shall be deemed to be outstanding and used to determine whether the outstanding Securities necessary Holders have given any request, demand, authorization, direction, notice, consent or waiver hereundershall be the principal amount of such Securities that could be declared to be due and payable upon acceleration upon an Event of Default as of the date of such determination. When requested by the Trustee, the Company shall advise the Trustee of such amount, showing its computations in reasonable detail. In determining whether the Holders of the required principal amount of Securities of any series have concurred in any direction, waiver or consent, Securities owned by the Company Company, or by any affiliate of Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Company, shall be disregarded and deemed considered as though not to be outstanding, except that, in that for the purposes of determining whether the Trustee shall be protected in relying upon on any such request, demand, authorization, direction, notice, consent waiver or waiverconsent, only Securities as to which a Responsible Trust Officer of the Trustee has received written notice to be actual knowledge are so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, Company shall not be deemed to be outstanding, if the pledgee is entitled pursuant to the terms outstanding for purposes of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 3.07.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by itSecurities it has canceled, those Securities delivered to it for cancellation, those paid pursuant to Section 2.08 and those Securities described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee Trustee, the Company and the Company Guarantor receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company Company, the Guarantor or an affiliate of the CompanyCompany or the Guarantor) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that such date, then on and after that such date such Securities shall cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company Company, the Guarantor or one of its the affiliates of the Company or the Guarantor holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities shall have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company Company, the Guarantor or any affiliate of the Company or the 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, the Guarantor, or by any affiliate of the CompanyCompany or the Guarantor, as security for loans or other obligations, otherwise than to another such affiliate of the CompanyCompany or the Guarantor, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company Company, the Guarantor or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.0510.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding outstanding, unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. Except to the extent provided in the last paragraph of this Section 2.11, a Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.082.10, it ceases to be outstanding unless and until the Trustee and the Company Issuers receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate for a series of the Company) Securities holds on the maturity date or any a redemption date or other maturity date for repurchase of the Securities money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased on that datematuring, as the case may be, then on and after that date such Securities of such series (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A If the principal amount of any Security does not is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. Securities with respect to which the Issuers have effected legal defeasance or covenant defeasance as provided in Article 8 cease to be outstanding because except to the Company or one of its affiliates holds such Security, provided, however, that, extent provided in Sections 8.02 and 8.03. In determining whether the Holders of the requisite principal amount of the outstanding Securities of a series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof on such date pursuant to Section 6.02, (B) the principal amount of a Security denominated in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of such currencies or currency units, determined in the manner provided as contemplated by Section 2.03 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent (as so determined) on the date of original issuance of such Security, of the amount determined as provided in Clause (A) above) of such Security, and (C) Securities owned by the Company either Issuer or any affiliate other obligor upon the Securities or any Affiliate of the Company either 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned as described in clause (C) above which are have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is free to exercise in its not an Issuer or his discretion any other obligor upon the right to vote Securities or any Affiliate of either Issuer or of such securities, uncontrolled by the Company or by any such affiliateother obligor.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds as of 11:00 a.m. New York City time on a Fundamental Change Repurchase Date, Redemption Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price, Redemption Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date, providedRedemption Date or the Maturity Date, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase Date, Redemption Date or the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price, Redemption Price, principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price, Redemption Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest in accordance with this Indenture. If a Security is converted in accordance with Article 10 then, uncontrolled by from and after the Company time of such conversion on the Conversion Date (except in the case of Cash Settlement of a conversion of a Purchaser Security, then, from and after the time of Cash Settlement of such conversion of a Purchaser Security in respect of the Specified Dollar Amount for such conversion in accordance with Section 10.02), such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding solely for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee Trustee, except for those cancelled canceled by it, those converted pursuant to Article IV, those delivered to it for cancellation, cancellation or surrendered for transfer or exchange and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.7, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the a Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on a Redemption Date, a Change in Control Purchase Date or the maturity date or any redemption date or date for repurchase of the Securities Final Maturity Date money sufficient to pay the principal of (including premium, if any) and accrued interest on Securities (or portions thereof) payable or to be redeemed or repurchased on that date, then on and after that date such Redemption Date, Change in Control Purchase Date or the final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and interest on them shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made. A Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate an Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether holds the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds, as of 10:00 a.m. New York City time on a Fundamental Change Repurchase Date or a Redemption Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price, Redemption Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date or Redemption Date or the Maturity Date, provided, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase Date or Redemption Date or the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price, Redemption Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any then on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price, Redemption Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest in accordance with this Indenture. If a Security is converted in accordance with Article 10 then, uncontrolled by from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding solely for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding in the event either of the Company or an Affiliate of the Company holds the Security; provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 12.6 shall apply and those that (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.082.9 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding and interest on it ceases to accrue unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement pursuant to Section 2.9. Securities, or portions thereof, for whose payment, redemption or purchase (including pursuant to an Asset Disposition Offer or Change of Control Offer, but not including pursuant to Section 9.2(b) hereof) money in due course. If the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or an affiliate of the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as Paying Agent) for the Holders of such Securities cease to be outstanding at the time such Securities are accepted for payment in accordance with the provisions of this Indenture. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on the a Redemption Date or maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. The Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.8, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company Issuers, any Guarantor, a Subsidiary of the Partnership or any Guarantor, or an affiliate Affiliate of the CompanyIssuers or any Guarantor) holds on the maturity date or any redemption date or date for repurchase Maturity of the Securities of a Series money sufficient to pay such Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them shall cease ceases to accrue. The Issuers may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because the Company Issuers, any Guarantor or one an Affiliate of its affiliates the Issuers or any Guarantor holds such the Security, provided, however, that, in . In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, Discount Security that shall be deemed to be outstanding, if outstanding for such purposes shall be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.2.

Outstanding Securities. Securities outstanding at any time are all Securities that have been executed by an Officer and authenticated by the Trustee Trustee, if appointed, except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding in the event either of the Company or an Affiliate of the Company holds the Security; provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 11.7 shall apply and those that (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.082.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding and interest on it ceases to accrue unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement pursuant to Section 2.8. If the Paying Agent (other than the Company segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds on a Fundamental Change Repurchase Date or Maturity Date money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest, if any) as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date or Maturity Date, provided, however, thatas the case may be, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any requesteach case, demandpayable as herein provided on such Fundamental Change Repurchase Date or Maturity Date, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any then on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article X then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide holder in due course. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds holds, or if the Company or its Affiliate (if the Company or its Affiliate shall act as the Paying Agent) sets aside and segregates in trust, on the maturity date or any redemption date or date for repurchase of the Securities Securities, money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue; provided, however, that, if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture, or provision therefor satisfactory to such Trustee has been made. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. The principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration pursuant to Section 6.02. Any Securities so owned which are have been pledged in good faith by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee establishes to the satisfaction of the Trustee that the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or any other obligor upon the Securities or by any such affiliateAffiliate of the Company or of any such other obligor upon the Securities.

Outstanding Securities. Securities outstanding at any time are all Securities that theretofore authenticated and delivered under this Indenture except: (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and (b) Securities in exchange for or in lieu of which other Securities have been authenticated by and delivered pursuant to this Indenture, other than any Securities in respect of which there shall have been presented to the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them it that the replaced Security is such Securities are held by a holder bona fide purchaser in due course. If the Paying Agent (other than the Company or an affiliate whose hands such Securities are valid obligations of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, Issuer; provided, however, that, that in determining whether the Holders Securityholders of the requisite principal amount of the outstanding Securities are present at a meeting of Securityholders for quorum purposes or have given voted or taken or concurred in any action under this Indenture, including the making of any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 determination as to the presence of a quorum or upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Trust Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Securities so owned which are pledged by the CompanyIf a Security is replaced pursuant to Section 2.7, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed it ceases to be outstanding, if outstanding until the pledgee Trustee receives proof satisfactory to it that the replaced Security is entitled pursuant to held by a bona fide purchaser. If the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by Paying Agent (other than the Company or a Subsidiary) holds on a Redemption Date or maturity date money deposited with it by any or on behalf of the Company sufficient to pay the principal of, premium, if any, and accrued interest on Securities payable on that date, then on and after that date such affiliateSecurities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on a Fundamental Change Repurchase Date or the maturity date or any redemption date or date Stated Maturity for repurchase the payment of principal on the Securities Securities, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount, as the case may be, with respect to all Securities payable or to be redeemed paid upon Repurchase Upon Fundamental Change or repurchased the Stated Maturity for the payment of principal on that datethe Securities, as the case may be, in each case, plus, if applicable, accrued and unpaid interest, if any, payable as herein provided upon Repurchase Upon Fundamental Change or the Stated Maturity for the payment of principal on the Securities, 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 that such date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article XI, then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by any delivery of the consideration payable or deliverable hereunder upon such affiliateconversion. For purposes of the Securities, this Section 2.06 shall supersede and modify Section 7.04 of the Base Indenture to the extent this Section 2.06 is inconsistent or conflicts with such Section.

Outstanding Securities. The Securities outstanding at any time are all the Securities that have been authenticated by the Trustee or, as the case may be, an Authenticating Agent, except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Registrar hereunder and those described in this Section 2.09 as not outstanding; provided, however, that in determining whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Securities held for the account of the Company or any of its Affiliates shall be disregarded and those deemed not to be outstanding, except that have been defeased in determining whether the Trustee shall be protected in making such a determination or relying upon any such quorum, consent or vote, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. The principal amount of a Discount at Issue Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 8.055.02. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until a Responsible Officer of the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company or an affiliate principal amount of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that dateSecurity is considered paid under Section 3.01, then on and after that date such Securities cease it ceases to be outstanding and interest on them shall cease it, if any, ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds as of 11:00 a.m. New York City time on a Fundamental Change Repurchase Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date or the Maturity Date, provided, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase Date or the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price, principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest in accordance with this Indenture. If a Security is converted in accordance with Article 10 then, uncontrolled by from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding solely for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.0510.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. A Security ceases to be outstanding and those in the event the Company or an Affiliate of the Company holds the Security provided, however, that in determining whether the Trustee shall be protected in making a determination whether the holders of the requisite principal amount of outstanding Securities are present at a meeting of holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.08SECTION 2.9, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) segregates and holds in trust, in accordance with this Indenture, on the maturity date or any a redemption date or maturity date for repurchase of the Securities money sufficient to pay all principal and interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding Outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, and those described in this Section. A Security does not cease to be Outstanding because the Company or one of its Affiliates holds the Security except as provided in Section as not outstanding and those that have been defeased pursuant to Section 8.0513.06. If a Security is replaced pursuant to Section 2.082.07, it ceases to be outstanding Outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the a Redemption Date or maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding Outstanding and interest on them ceases to accrue, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made. If the Company is deemed to be discharged from its obligations with respect to the Securities of any series pursuant to Section 8.01 or 8.02, the Securities of such series shall cease to accruebe Outstanding. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in In determining whether the Holders of the requisite principal amount of the outstanding Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, an Original Issue Discount Security that shall be deemed to be outstanding, if Outstanding for such purposes shall be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to the terms of its pledge agreement and is free Section 6.01, as adjusted pursuant to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 13.12 if applicable.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateAffiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds such the Security, ; provided, however, that, that in determining whether the Holders of the requisite principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent consent, waiver or waiver other action hereunder, Securities owned by the Company or any affiliate obligor upon the Securities or any Affiliate of the Company or 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 consent, waiver or waiverother action, only Securities as to which a Responsible Trust Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Subject to the foregoing, only Securities so owned which are pledged outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Article 6 and Article 9). If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If the CompanyPaying Agent holds, in accordance with this Indenture, on a Redemption Date, on the Business Day following a Repurchase Date or a Fundamental Change Repurchase Date, or by any affiliate of on Stated Maturity, money sufficient to pay Securities payable on that date, then on and after such Redemption Date or Stated Maturity, or on and after the CompanyBusiness Day following the Repurchase Date or Fundamental Change Repurchase Date, as security for loans the case may be, such Securities shall cease to be outstanding and interest, if any (including Liquidated Damages and Additional Interest, if any), on such Securities shall cease to accrue and such Securities shall cease to be convertible; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or other obligationsprovision therefor satisfactory to the Trustee has been made. If a Security is converted in accordance with Article 10, otherwise than then on and after the Conversion Date, such Security shall cease to another such affiliate of the Companybe outstanding and interest, if any (including Liquidated Damages and Additional Interest, if any), shall be deemed cease to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote accrue on such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Subject to Section 2.10, the Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding and those that have been defeased pursuant outstanding. Subject to Section 8.052.10, a Security does not cease to be outstanding because the Company or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.082.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless and until a Responsible Officer of the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company, a Subsidiary of the Company or an affiliate Affiliate of the Company) holds on the maturity Maturity Date of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity Date thereof pursuant to Section 6.02. If the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on any redemption date or date for repurchase of the Securities money Maturity Date the Trustee or Paying Agent (other than the Company or an Affiliate thereof) holds cash in Dollars or U.S. Government Obligations, or a combination thereof, in amounts sufficient to pay all of the principal and interest due on the Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.10 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay the principal of, premium, if any, and interest accrued on Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, provided that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities 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 Securities as to which a Responsible Officer of that the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are that have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or by any other obligor upon the Securities or any Affiliate of the Company or of such affiliateother obligor.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.09 and those described in this Section 2.10 as not outstanding. A Security ceases to be outstanding in the event the Issuer, the Guarantor or an Affiliate of the Guarantor holds the Security, provided, however, that (i) for purposes of determining which Securities are outstanding for consent or voting purposes hereunder, the provisions of Section 12.06 shall apply and those that (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee actually knows to be held by the Issuer, the Guarantor or an Affiliate of the Guarantor shall not be considered outstanding. If a Security is replaced pursuant to Section 2.0812.09, it ceases to be outstanding unless and until the Trustee and the Company Issuer receive proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company segregates and holds in trust, in accordance with this Indenture, on a Redemption Date, repurchase date or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all amounts and Additional Amounts, if any, payable on that date with respect to the Securities payable (or portions thereof) to be redeemed redeemed, repurchased or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.082.8, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) segregates and holds in trust, in accordance with this Indenture, on the maturity date or any a redemption date or a maturity date for repurchase of the Securities money sufficient to pay all principal of, and premium, if any, and interest payable on, that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased on that datematuring, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in In determining whether the Holders of the requisite required principal amount of the outstanding Securities have given concurred in any request, demand, authorization, direction, notice, consent waiver or waiver hereunderconsent, Securities owned by the Company thereof or by any affiliate of other Affiliate controlled by the Company shall be disregarded and deemed considered as though not to be outstanding, except that, in that for the purposes of determining whether the Trustee shall be protected in relying upon on any such request, demand, authorization, direction, notice, consent waiver or waiverconsent, only Securities as to which a Responsible Officer of the Trustee has received written notice to be actually knows are so owned shall be so disregarded. Any In determining whether the Holders of the required principal amount of Securities have (i) directed the time, method or place of conducting any proceeding for any remedy available to the Trustee hereunder, or exercising any trust or power conferred upon the Trustee; (ii) consented to the waiver of any past Event of Default (as set forth in Section 6.1 of this Indenture) and its consequences; or (iii) consented to the postponement of any interest payment, Securities owned by Affiliates of the Company shall be disregarded and considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so disregarded. The Company shall notify the Trustee in writing when it or any of its Affiliates purchases or otherwise acquires Securities, of the aggregate principal amount of such Securities so owned which are pledged by the Company, purchased or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateacquired.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company) holds on a Fundamental Change Repurchase Date or Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest, if any) as the case may be, with respect to all Securities to be purchased or paid on such SecurityFundamental Change Repurchase Date or Maturity Date, provided, however, thatas the case may be, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any requesteach case, demandpayable as herein provided on such Fundamental Change Repurchase Date or Maturity Date, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article X then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by any delivery of the consideration payable and/or deliverable hereunder upon such affiliateconversion.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancelation and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company Issuers or one an Affiliate of its affiliates the Issuers holds the Security. If a Security is replaced pursuant to Section 2.07, such Security, provided, however, thatreplaced Security ceases to be outstanding unless the Trustee and the Issuers receive proof satisfactory to them that such replaced Security is held by a bona fide purchaser. 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 and interest payable on that date with respect to the Securities (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 Securityholders on that date pursuant to the terms of this Indenture, then on and after the date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. In determining whether the Holders of the requisite required principal amount of the outstanding Securities have given concurred in any request, demand, authorization, direction, notice, consent waiver or waiver hereunderconsent, Securities owned by the Company Issuers or any affiliate of the Company their Affiliates shall be disregarded and deemed not to be outstandingdisregarded, except that, in for the purposes of determining whether the Trustee shall be protected in relying upon on any such request, demand, authorization, direction, notice, consent waiver or waiverconsent, only Securities as to which a Responsible Trust Officer of the Trustee knows or has received written notice reason to be know are so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee Trustee, except for those cancelled canceled by it, those converted pursuant to Article IV, those delivered to it for cancellation, cancellation or surrendered for transfer or exchange and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.7, it ceases to be outstanding unless and until the Trustee and the Company receive receives, subsequent to the new Security's authentication, proof satisfactory to them the Company that the replaced Security is held by a holder in due coursebona fide purchaser. If the a Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on a Redemption Date, a Change in Control Purchase Date, a Put Right Purchase Date or the maturity date or any redemption date or date for repurchase of the Securities Final Maturity Date money sufficient to pay the principal of (including premium, if any) and accrued Interest, including Additional Interest, if any, on Securities (or portions thereof) payable or to be redeemed or repurchased on that date, then on and after that date such Redemption Date, Change in Control Purchase Date, Put Right Purchase Date or the Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and interest on them shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made. A Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate an Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether holds the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.09 and those described in this Section 2.10 as not outstanding. A Security ceases to be outstanding in the event the Company or an Affiliate of the Company holds the Security, provided, however, that (i) for purposes of determining which Securities are outstanding for consent or voting purposes hereunder, the provisions of Section 12.06 shall apply and those that (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.0812.09, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company segregates and holds in trust, in accordance with this Indenture, on a Redemption Date, repurchase date or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all amounts and Additional Amounts, if any, payable on that date with respect to the Securities payable (or portions thereof) to be redeemed redeemed, repurchased or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. The Securities of any series outstanding at any time are all the Securities that have been of such series authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding and those that have been defeased pursuant to outstanding. Except as set forth in Section 8.05. If 2.11 hereof, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds the Security. Subject to the foregoing, only Securities outstanding at the time of such Securitydetermination shall be considered in any such determination (including, providedwithout limitation, however, thatdeterminations pursuant to Articles 6 and 9 hereof). In addition, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by (i) the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, Discount Security that shall be deemed to be outstanding, if outstanding shall be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 hereof and (ii) the terms principal amount of its pledge agreement a Security denominated in a foreign currency or currencies shall be the dollar equivalent, as determined on the date of original issuance of such Security, of the principal amount (or, in the case of a Discount Security, the dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and is free interest on it ceases to exercise in its accrue. If the Paying Agent (other than the Company, a Subsidiary or his discretion the right an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to vote pay Securities payable on that date, then on and after that date such securities, uncontrolled by the Company or by any such affiliateSecurities shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, howeverhowever , that, in determining whether the Holders of the requisite principal Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateAffiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee Trustee, except for those cancelled canceled by it, those paid pursuant to Section 2.7, those converted pursuant to Article 5, those delivered to it for cancellation, cancellation or surrendered for transfer or exchange and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.7, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the a Paying Agent (other than holds or, in the case of the Company or an affiliate Affiliate of the Company) holds , the Company or such Affiliate has set aside and segregated in trust, on a Redemption Date, a Purchase Date or the maturity date or any redemption date or date for repurchase of the Securities Final Maturity Date money sufficient to pay the principal of (including premium, if any) and accrued interest, Contingent Interest, if any, and Liquidated Damages, if any, on Securities (or portions thereof) payable or to be redeemed or repurchased on that date, then on and after that date such Redemption Date, Purchase Date or the Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and interest interest, Contingent Interest, if any, and Liquidated Damages, if any, on them shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made. A Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate an Affiliate of the Company holds the Security. If a Security has been converted in accordance with Article 5, then from and after the time of conversion on the Conversion Date, such Security shall be disregarded and deemed not cease to be outstandingoutstanding and interest, except thatContingent Interest, in determining whether the Trustee shall be protected in relying upon any such requestif any, demandand Liquidated Damages, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Companyif any, shall be deemed cease to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote accrue on such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. The Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. Subject to the foregoing and to Section 2.10, in determining whether the Holders of the requisite principal amount of outstanding and those that Securities have been defeased given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder (including, without limitation, determinations pursuant to Section 8.05Articles VI and IX hereof), only Securities outstanding at the time of such determination shall be considered in any such determination. If a Security is replaced pursuant to Section 2.082.8, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company, a Subsidiary of the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase Stated Maturity of the Securities of a Series money sufficient to pay all amounts payable in respect of such Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them shall cease ceases to accrue. The Company or an Affiliate may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds such Security, provided, however, that, in the Security (but see Section 2.10 below). In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, Discount Security that shall be deemed to be outstanding, if outstanding for such purposes shall be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Stated Maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.2.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.08, those described in this Section 2.09 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds on a Fundamental Change Repurchase Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date or the Maturity Date, provided, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase Date or the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article 10 then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered presented to it by the Company or its designee for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company, the Guarantor or one of their Affiliates holds the Security. If a Security is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any a redemption date or maturity date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease ceases to accrue. A If a Security does is called for redemption or if it matures in less than six months and if the Company has satisfied its obligation to pay the Security, or if a Security has been converted in accordance with the provisions of Article 10, the Company and the Trustee need not cease treat the Security as outstanding in determining whether Holders of the required principal amount of Securities have concurred in any direction, waiver or consent. For each series of Original Issue Discount Securities, the principal amount of such Securities that shall be deemed to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining and used to determine whether the necessary Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, shall be the principal amount of such Securities owned that could be declared to be due and payable upon acceleration upon an Event of Default as of the date of such determination. When requested by the Company or any affiliate of Trustee, the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether will advise the Trustee shall be protected of such amount, showing its computations in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregardedreasonable detail. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant Subject to the terms foregoing provisions of its pledge agreement this Section, each Security delivered un- der this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and is free unpaid, and to exercise in its or his discretion the right to vote accrue, which were carried by such securities, uncontrolled by the Company or by any such affiliateother Security.

Outstanding Securities. Determinations of Holders' Action. Securities outstanding of any series "Outstanding" at any time are are, as of the date of determination, all the Securities that have been of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.10 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding "Outstanding" because the Company or one of its affiliates an Affiliate thereof holds such the Security, ; provided, however, that, that in determining whether the Holders of the requisite principal amount Principal Amount of the outstanding Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by in good faith may be regarded as Outstanding if the Company, or by any affiliate pledgee establishes to the satisfaction of the Company, as security for loans Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligations, otherwise than to another such affiliate obligor upon the Securities or any Affiliate of the CompanyCompany or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, the Principal Amount of a Discount Security that shall be deemed to be outstanding, if Outstanding shall be the pledgee is entitled amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.2.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.9 and those described in this Section 2.10 as not outstanding. A Security ceases to be outstanding in the event the Company or a Subsidiary holds the Security; provided, however, that (a) for purposes of determining which are outstanding for consent or voting purposes hereunder, Securities shall cease to be outstanding in the event the Company or an Affiliate of the Company holds the Security and those that (b) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.082.9, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all principal and interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.08, those described in this Section 2.09 as not outstanding and those that have been defeased pursuant to Section 8.058.06. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Determinations of Holders’ Action. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered paid pursuant to it for cancellation, Section 2.7 and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one of its affiliates an Affiliate thereof holds such the Security, ; provided, however, that, that in determining whether the Holders of the requisite original principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, in good faith shall not be deemed to be outstanding, disregarded if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee’s right so to act with respect to the Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or by any other obligor on the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such affiliatedetermination (including, without limitation, determinations pursuant to Articles 6 and 9). If a Security is replaced pursuant to Section 2.7, it ceases to be outstanding unless each of the Company and the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Repurchase Date, or on Stated Maturity, money and any other consideration required by this Indenture sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Repurchase Date or Stated Maturity, as the case may be, such Securities shall cease to be outstanding and interest, if any, on such Securities shall cease to accrue; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made. If a Security is converted in accordance with Section 10.1, then as of the Conversion Date, such Security shall cease to be outstanding and interest, if any, shall cease to accrue on such Security as of such date.

Outstanding Securities. DETERMINATIONS OF HOLDERS' ACTION. Securities outstanding of any series "OUTSTANDING" at any time are are, as of the date of determination, all the Securities that have been of such series theretofore authenticated by the Trustee for such series except for those (i) Securities cancelled by it, it or those delivered to it for cancellation, those described ; (ii) Securities for whose payment or redemption money in this Section as not outstanding and those that have the necessary amount has been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until theretofore deposited with the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the 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 Securities; PROVIDED that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or an affiliate provision therefor satisfactory to the Trustee has been made; (iii) Securities as to which defeasance has been effected pursuant to Section 8.4; (iv) Securities which have been paid or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and (v) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accruethose described in this Section 2.10 as not outstanding. A Security does not cease to be outstanding "OUTSTANDING" because the Company or one of its affiliates an Affiliate thereof holds such the Security; PROVIDED, providedHOWEVER, however, that, that in determining whether the Holders of the requisite principal amount Principal Amount of the outstanding Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be are so owned shall be so disregarded. Any Securities so owned which are have been pledged by in good faith may be regarded as Outstanding if the Company, or by any affiliate pledgee establishes to the satisfaction of the Company, as security for loans Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligations, otherwise than to another such affiliate obligor upon the Securities or any Affiliate of the CompanyCompany or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Principal Amount of a Discount Security that shall be deemed to be outstandingOutstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a Security denominated in a foreign currency or currencies shall be the Dollar equivalent, as determined on the date of original issuance of such Security, of the Principal Amount (or, in the case of a Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security has been paid pursuant to Section 2.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a BONA FIDE purchaser. If the Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay Securities and any coupons thereto appertaining payable on that date, then on and after that date such Securities shall cease to be outstanding and interest, if the pledgee is entitled any, on such Securities shall cease to accrue; PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateTrustee has been made.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such SecuritySecurity unless cancelled pursuant to Section 2.11, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled to act with respect to such Securities. In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.02.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to ‎Section 2.08, those described in this Section ‎Section 2.09 as not outstanding and those that have been defeased pursuant to Section 8.05‎Section 8.06. If a Security is replaced pursuant to Section ‎Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateAffiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.08Sec tion 2.06, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) segregates and holds in trust, in accordance with this Indenture, on the maturity date or any a redemption date or maturity date for repurchase of the Securities money sufficient to pay all principal and interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased on that datematuring, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in In determining whether the Holders of the requisite required principal amount of the outstanding Securities have given concurred in any request, demand, authorization, direction, notice, direction or consent or waiver hereunderany amendment, modification or other change to the Indenture, Securities owned by the Company or any affiliate by an Affiliate of the Company shall be disregarded and deemed treated as if they were not to be outstanding, except that, in that for the purposes of determining whether the Trustee shall be protected in relying upon on any such request, demand, authorization, direction, notice, waiver or consent or waiverany amendment, modification or other change to the Indenture, only Securities as to which a Responsible Officer of the Trustee has received written notice to be actually knows are so owned shall be so disregarded. Any Securities so owned which are have been pledged by in good faith shall not be disregarded if the Company, pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to the Securities and that the pledgee is not the Company or by any affiliate an Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Determinations of Holders' Action Securities outstanding of any series "Outstanding" at any time are are, as of the date of determination, all the Securities that have been of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.10 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding "Outstanding" because the Company or one of its affiliates the Guarantor (if the Securities are Guaranteed Securities) or an Affiliate thereof holds such the Security, ; provided, however, that, that in determining whether the Holders of the requisite principal amount Principal Amount of the outstanding Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or the Guarantor, as the case may be, or any affiliate other obligor upon the Securities or any Affiliate of the Company or the Guarantor, as the case may be, or 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by in good faith may be regarded as Outstanding if the Companypledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or the Guarantor, as the case may be, or by any affiliate other obligor upon the Securities or any Affiliate of the CompanyCompany or the Guarantor, as security for loans the case may be, or of such other obligationsobligor. Subject to the foregoing, otherwise than only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to another such affiliate Articles VI and IX). In addition, in determining whether the Holders of the Companyrequisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, the Principal Amount of a Discount Security that shall be deemed to be outstanding, if Outstanding shall be the pledgee is entitled amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2. If a Security has been paid pursuant to Section 2.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding unless the terms of its pledge agreement and Trustee receives proof satisfactory to it that the replaced Security is free to exercise in its or his discretion held by a bona fide purchaser. If the right to vote such securities, uncontrolled by Trustee (other than the Company or by any the Guarantor (if the Securities are Guaranteed Securities)) holds, in accordance with this Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay Securities payable on that date, then on and after that date such affiliateSecurities shall cease to be outstanding and interest, if any, on such Securities shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated and delivered by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueaccrue ; provided, however, that with respect to Securities to be repurchased, interest on them shall cease to accrue only when such Securities have been physically tendered to the Trustee by the Company. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate 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 Securities as to which a Responsible Officer responsible officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate Affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateAffiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. Except to the extent provided in the last paragraph of this Section 2.11, a Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.082.10, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any a redemption date or date for repurchase of the Securities Maturity Date money sufficient to pay all principal and interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased on that datematuring, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A If the principal amount of any Security does not is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. Securities with respect to which the Company has effected legal defeasance or covenant defeasance as provided in Article Eight cease to be outstanding because except to the Company or one of its affiliates holds such Security, provided, however, that, extent provided in Sections 8.03 and 8.04. In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Securities so owned as described in the immediately preceding sentence which are have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or by any other obligor upon the Securities or any Affiliate of the Company or of such affiliateother obligor.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds as of 11:00 a.m. New York City time on a Fundamental Change Repurchase Date, Redemption Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price, Redemption Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date, providedRedemption Date or the Maturity Date, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase Date, Redemption Date or the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price, Redemption Price, principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price, Redemption Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest in accordance with this Indenture. For the avoidance of doubt, uncontrolled any Securities that are not submitted by a Holder for a Repurchase Upon Fundamental Change, and subsequently repurchased, pursuant to Section 3.01 shall remain outstanding. If a Security is converted in accordance with Article 10 then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding solely for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled Securities canceled by it, those Securities delivered to it for cancellation, those paid pursuant to Section 2.08 and those Securities described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that such date, then on and after that such date such Securities shall cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities shall have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date an Option Purchase Date, Redemption Date, Fundamental Change Repurchase Date or any redemption date or date for repurchase of the Securities Maturity Date, money sufficient to pay the aggregate Option Purchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, as the case may be, with respect to all Securities payable or to be redeemed redeemed, purchased or repurchased on that datepaid upon Purchase at Holder’s Option, Redemption, Repurchase Upon Fundamental Change or maturity, as the case may be, in each case plus, if applicable, accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder’s Option, Redemption, Repurchase Upon Fundamental Change or maturity, then (unless there shall be a Default in the payment of such aggregate Option Purchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, or of such accrued and unpaid interest), except as otherwise provided herein, on and after that such date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders with respect to exercise in its or his discretion such Securities shall terminate with respect to such Securities, other than the right to vote receive the Option Purchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article X, then, from and after the Company Conversion Date for such conversion, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by any delivery of the Conversion Consideration payable hereunder upon such affiliateconversion; provided, however, that an exchange in lieu of conversion in accordance with Section 10.14 shall not be deemed to be a conversion for purposes of this paragraph. For purposes of the Securities, this Section 2.05 shall supersede and modify the definition of “Outstanding” under the Base Indenture to the extent this Section 2.05 is inconsistent or conflicts with such definition.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancelation and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds such the Security, ; provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by any a bona fide purchaser. 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 and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date, such affiliateSecurities (or portions thereof) shall cease to be outstanding and interest on them shall cease to accrue.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds such the Security. If a Security is replaced pursuant to Section 2.07, provided, however, that, in determining whether the Holders of the requisite principal amount of the it ceases to be outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by unless 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 Securities as each receive proof satisfactory to which a Responsible Officer each of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Companythem, or a court with appropriate jurisdiction and authority holds, and all appeals relating to such holding have been exhausted, that the replaced Security is held by any affiliate a protected purchaser in whose hands such obligation is a legal, valid and binding obligation of the Company. If the Paying Agent (other than the Company) holds on a Redemption Date, Repurchase Date, Fundamental Change Repurchase Date or Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount, as security for loans the case may be, with respect to all Securities to be purchased or other obligationspaid on the Redemption Date, on the Repurchase Date, upon Repurchase Upon Fundamental Change or on the Maturity Date, as the case may be, in each case plus, if applicable, accrued and unpaid interest, if any, payable as herein provided on the Redemption Date, on the Repurchase Date, upon Repurchase Upon Fundamental Change or on the Maturity Date, then (unless there shall be a Default in the payment of such aggregate Redemption Price, Repurchase Price, Fundamental Change Repurchase Price or principal amount, or of such accrued and unpaid interest), except as otherwise than to another provided herein, on and after such affiliate of the Company, date such Securities shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Redemption Price, Repurchase Price, Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article X, then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by any delivery of the consideration payable hereunder upon such affiliateconversion.

Outstanding Securities. Determinations of Holders' --------------------------------------------------------------- Action. Securities outstanding at any time are all the Securities that have been authenticated ------ by the Trustee except for those cancelled by it, those it or delivered to it for cancellation, those paid pursuant to Section 2.07 and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one of its affiliates an Affiliate thereof holds such the Security, ; provided, -------- however, that, that in determining whether the Holders of the requisite principal amount Principal ------- Amount at Maturity of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Subject to the foregoing, only Securities so owned which are pledged outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If the CompanyPaying Agent holds, in accordance with this Indenture, on a Redemption Date, or by any affiliate of on the CompanyBusiness Day following the Purchase Date or a Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or Stated Maturity, as security for loans the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided that if such Securities are to -------- be redeemed, notice of such redemption has been duly given pursuant to this Indenture or other obligationsprovision therefor satisfactory to the Trustee has been made. If a Security is converted in accordance with Article 11, otherwise than then from and after the time of conversion on the Conversion Date, such Security shall cease to another such affiliate of the Companybe outstanding and Original Issue Discount and interest, if any, shall be deemed cease to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote accrue on such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Securities As of the date hereof, the authorized capital stock of the Company consists of 15,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share of which, 9,732,948 shares of Common Stock are issued and outstanding. All issued and outstanding at any time are all Securities that securities of the Company issued prior to the transactions contemplated by this Agreement have been authenticated duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than preemptive rights of any holders of any security of the Company or an affiliate similar contractual rights granted by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock were at all relevant times either registered under the Securities Act and the applicable state securities or “Blue Sky” laws or, based in part on the representations and warranties of the purchasers of such Shares, exempt from such registration requirements. In addition, (i) none of the Company) holds on the maturity date ’s or any redemption date Subsidiary’s shares, interests or date for repurchase of the Securities money sufficient capital stock is subject to pay Securities payable preemptive rights or to be redeemed any other similar rights or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company Liens suffered or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned permitted by the Company or any affiliate Subsidiary; (ii) except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the effective date of the Registration Statement (“Effective Date”), as of the Applicable Time and on the Closing Date and any Option Closing Date, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company shall be disregarded or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (iii) except as set forth in the Registration Statement, the Pricing Disclosure Package and deemed not the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged filed by the Company, ; (iv) there are no outstanding securities or by any affiliate instruments of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any such affiliateof its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Public Securities or Representatives’ Securities; and (vi) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Outstanding Securities. DETERMINATIONS OF HOLDERS' ACTION. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those delivered to it pursuant to Section 2.6 and those described in this Section 2.7 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one of its affiliates an Affiliate thereof holds such the Security; PROVIDED, providedHOWEVER, however, that, that in determining whether the Holders of the requisite principal amount Principal Amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Subject to the foregoing, only Securities so owned which are pledged outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles IV and VIII). If a Security is replaced pursuant to Section 2.6, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the CompanyPaying Agent holds, in accordance with this Indenture, on a Redemption Date, or by any affiliate of on the CompanyBusiness Day following the Purchase Date or a Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or Stated Maturity, as security for loans or other obligationsthe case may be, otherwise than to another such affiliate of the Company, Securities shall be deemed cease to be outstandingoutstanding and interest (including Contingent Interest, if the pledgee is entitled any) on such Securities shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the terms Trustee has been made. If a Security is converted in accordance with Article XI, then from and after the time of its pledge agreement conversion on the Conversion Date, such Security shall cease to be outstanding and is free interest (including Contingent Interest, if any) shall cease to exercise in its or his discretion the right to vote accrue on such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. DETERMINATIONS OF HOLDERS' ACTION. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.6(a), those delivered to it for cancellation, cancellation and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one of its affiliates an Affiliate thereof holds such the Security, ; provided, however, that, that in determining whether the Holders of the requisite principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent consent, waiver or waiver other action hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities or any Affiliate of the Company or 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 consent, waiver or waiverother action, only Securities as to which a Responsible Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Subject to the foregoing, only Securities so owned which are pledged outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX). If a Security is replaced pursuant to Section 2.6, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the CompanyPaying Agent holds, in accordance with this Indenture, on a Redemption Date, or by any affiliate of on the CompanyBusiness Day following a Purchase Date or a Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or Stated Maturity, as security for loans the case may be, such Securities shall cease to be outstanding and interest, if any, on such Securities shall cease to accrue and such Securities shall cease to be convertible; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or other obligationsprovision therefor satisfactory to the Trustee has been made. If a Security is converted in accordance with Article XII, otherwise than then from and after the time of conversion on the Conversion Date, such Security shall cease to another such affiliate of the Companybe outstanding and interest, if any, shall be deemed cease to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote accrue on such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company Corporate receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company Corporate or an affiliate Affiliate of the CompanyCorporate) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company Corporate or one of its affiliates Affiliates holds such SecuritySecurity unless cancelled pursuant to Section 2.11, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company Corporate or any affiliate Affiliate of the Company Corporate 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the CompanyCorporate, or by any affiliate Affiliate of the CompanyCorporate, as security for loans or other obligations, otherwise than to another such affiliate Affiliate of the CompanyCorporate, shall be deemed to be outstanding, if the pledgee is entitled to act with respect to such Securities. In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.02.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds such the Security. If a Security is replaced pursuant to Section 2.07, providedit ceases to be outstanding unless the Trustee receives proof satisfactory to it, howeveror a court holds, thatthat the replaced Security is held by a protected purchaser within the meaning of the New York Uniform Commercial Code. If the Paying Agent (other than the Company) holds on an Option Purchase Date, Redemption Date, Fundamental Change Repurchase Date or Maturity Date, money sufficient to pay the aggregate Option Purchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, as the case may be, with respect to all Securities to be redeemed, purchased or paid upon Purchase at Holder’s Option, Redemption, Repurchase Upon Fundamental Change or on the Maturity Date, as the case may be, in determining whether each case plus, if applicable, accrued and unpaid interest, if any, payable as herein provided upon Purchase at Holder’s Option, Redemption, Repurchase Upon Fundamental Change or on the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Option Purchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Option Purchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. Notwithstanding the Company foregoing, a Holder shall be entitled to convert a Security on the close of business on the Business Day immediately preceding the Maturity Date. If a Security is converted in accordance with Article X, then, from and after the time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by any delivery of the consideration payable hereunder upon such affiliateconversion.

Outstanding Securities. The Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.11 as not outstanding and those that have been defeased pursuant to outstanding. Except as set forth in Section 8.05. If 2.12 hereof, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds such the Security, provided, however, that. Subject to the foregoing, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunderhereunder (including, without limitation, determinations pursuant to Articles Six and Nine hereof), only Securities owned outstanding at the time of such determination shall be considered in any such determination. If a Security is replaced pursuant to Section 2.10 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any affiliate of the Company shall be disregarded thereof) holds, on a Redemption Date or at Maturity, money sufficient to pay Securities payable on that date, then on and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any after that date such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant no longer outstanding and shall cease to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateaccrue interest.

Outstanding Securities. The Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.8, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company Operating Partnership, a Subsidiary of the Operating Partnership or an affiliate Affiliate of the CompanyOperating Partnership) holds on the maturity date or any redemption date or date for repurchase Maturity of the Securities of a Series money sufficient to pay such Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities of the Series shall cease to be outstanding and interest on them shall cease to accrue. The Operating Partnership may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because the Company Operating Partnership or one an Affiliate of its affiliates the Operating Partnership holds such Security, provided, however, that, in the Security (subject to Section 2.10). In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, Discount Security that shall be deemed to be outstanding, if outstanding for such purposes shall be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.2.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section as not outstanding and those that have been defeased pursuant to Section ‎Section 8.05. If a Security is replaced pursuant to Section ‎Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal Principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (in the case of a Paying Agent other than the Company) holds, on a Fundamental Change Repurchase Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such SecurityFundamental Change Repurchase Date or the Maturity Date, provided, however, thatas the case may be, in determining whether each case, payable as herein provided on such Fundamental Change Repurchase Date or the Holders of the requisite principal amount of the outstanding Securities have given any requestMaturity Date, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Fundamental Change Repurchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. If a Security is converted in accordance with Article 10 then, from and after the Company time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such affiliateSecurity will remain outstanding for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those described in this Section 2.09 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds by 12:01 p.m. New York time on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.07 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.06, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on the a maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, 37 46 authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice knows to be so owned shall be so disregarded. Any Securities so owned which are have been pledged by the Company, or by any affiliate of the Company, in good faith may be regarded as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, outstanding if the pledgee is entitled pursuant establishes to the terms satisfaction of its pledge agreement the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is free to exercise in its or his discretion the right to vote such securities, uncontrolled by not the Company or by any other obligor upon the Securities or any Affiliate of the Company or of such affiliateother obligor. SECTION 2.08.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding in the event either of any of the Issuers or an Affiliate of any of the Issuers holds the Security; provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 11.6 shall apply and those that (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have been defeased pursuant consented to Section 8.05or 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 Securities which a Trust Officer of the Trustee has actual knowledge are being held by any of the Issuers or an Affiliate of any of the Issuers shall not be considered outstanding. If a Security is replaced pursuant to Section 2.082.9 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding and interest on it ceases to accrue unless and until the Trustee and the Company Issuers receive written proof satisfactory to them that the replaced Security is held by a holder in due courseprotected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement pursuant to Section 2.9. If the Paying Agent (other than the Company segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee Trustee, except for those cancelled canceled by it, those converted pursuant to Article IV, those delivered to it for cancellation, cancellation or surrendered for transfer or exchange and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.7, it ceases to be outstanding unless and until the Trustee and the Company receive receives, subsequent to the new Security's authentication, proof satisfactory to them the Company that the replaced Security is held by a holder in due coursebona fide purchaser. If the a Paying Agent (other than the Company or an affiliate Affiliate of the Company) holds on a Redemption Date, a Change in Control Purchase Date or the maturity date or any redemption date or date for repurchase of the Securities Final Maturity Date money sufficient to pay the principal of (including premium, if any) and accrued interest on Securities (or portions thereof) payable or to be redeemed or repurchased on that date, then on and after that date such Redemption Date, Change in Control Purchase Date or the final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and interest on them shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made. A Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate an Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether holds the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.7 and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant outstanding. Except to the extent provided in Section 8.05. If 2.9, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company) holds on a Redemption Date, Repurchase Date or Maturity Date, money (and, if applicable as provided herein and in accordance herewith, shares of Common Stock) sufficient to pay the aggregate Redemption Price, Repurchase Price or principal amount, as the case may be, with respect to all Securities to be redeemed, purchased or paid upon Redemption, Repurchase Upon Change in Control or maturity, as the case may be, in each case plus, if applicable, accrued and unpaid interest, if any, payable as herein provided upon Redemption, Repurchase Upon Change in Control or maturity, then (unless there shall be a Default in the payment of such aggregate Redemption Price, Repurchase Price or principal amount, or of such accrued and unpaid interest, interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the Paying Agent. Thereafter, all rights of the Holders of such Securities shall terminate with respect to such Securities, other than the right to receive the Redemption Price, 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 Security is converted in accordance with Article X, then, from and after the time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security, ; provided, however, that, that nothing in determining whether this paragraph shall affect the Holders provision in the Registration Rights Agreement for additional interest on shares of the requisite principal amount Common Stock issued upon conversion of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.082.9, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or segregates and holds in trust, in accordance with this Indenture, an affiliate of the Company) holds on the maturity date or any a redemption date or maturity date for repurchase of the Securities money sufficient to pay all principal of, and premium, if any, and interest payable on, that date with respect to the Securities payable (or portions thereof) to be redeemed or repurchased on that datematuring, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in In determining whether the Holders of the requisite required principal amount of the outstanding Securities have given concurred in any request, demand, authorization, direction, notice, consent waiver or waiver hereunderconsent, Securities owned by the Company or by any affiliate of Subsidiary thereof or by any other Affiliate controlled by the Company shall be disregarded and deemed considered as though not to be outstanding, except that, in that for the purposes of determining whether the Trustee shall be protected in relying upon on any such request, demand, authorization, direction, notice, consent waiver or waiverconsent, only Securities as to which a Responsible Officer of the Trustee has received written notice to be actually knows are so owned shall be so disregarded. Any In determining whether the Holders of the required principal amount of Securities have (i) directed the time, method or place of conducting any proceeding for any remedy available to the Trustee hereunder, or exercising any trust or power conferred upon the Trustee; (ii) consented to the waiver of any past Event of Default and its consequences; or (iii) consented to the postponement of any interest payment, Securities owned by Affiliates of the Company shall be disregarded and considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually knows are so owned shall be so disregarded. The Company shall notify the Trustee in writing when it or any of its Affiliates purchases or otherwise acquires Securities, of the aggregate principal amount of such Securities so owned which are pledged by the Company, purchased or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateacquired.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section SECTION 2.08 as not outstanding and those that have been defeased pursuant outstanding. Except to Section 8.05. If the extent provided in SECTION 2.09, a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates Subsidiaries or Affiliates holds such the Security. If a Security is replaced pursuant to SECTION 2.07, providedit ceases to be outstanding unless the Trustee receives proof satisfactory to it, howeveror a court holds, thatthat the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company) holds on the Optional Repurchase Date, Redemption Date, Fundamental Change Repurchase Date or Maturity Date, money sufficient to pay the aggregate Optional Repurchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, as the case may be, with respect to all Securities to be redeemed, purchased or paid upon Repurchase At Holder's Option, Redemption, Repurchase Upon Fundamental Change or maturity, as the case may be, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any requesteach case plus, demandif applicable, authorizationaccrued and unpaid interest, directionif any, noticepayable as herein provided upon Repurchase At Holder's Option, consent Redemption, Repurchase Upon Fundamental Change or waiver hereundermaturity, Securities owned by the Company or any affiliate of the Company then (unless there shall be disregarded a Default in the payment of such aggregate Optional Repurchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, or of such accrued and deemed not to be outstandingunpaid interest), except thatas otherwise provided herein, in determining whether the Trustee shall be protected in relying upon any on and after such request, demand, authorization, direction, notice, consent or waiver, only date such Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Optional Repurchase Price, Redemption Price, Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by in accordance with this Indenture. Notwithstanding the Company foregoing, a Holder shall be entitled to convert a Security on the Maturity Date, provided such Security has not been surrendered for payment upon maturity. If a Security is converted in accordance with ARTICLE X, then, from and after the time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or by any delivery of the consideration payable hereunder upon such affiliateconversion.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those converted, those cancelled by it, those replaced pursuant to SECTION 2.7, those delivered to it for cancellation, cancellation and those described in this Section SECTION 2.8 as not outstanding. Except to the extent provided in SECTION 2.9, a Security does not cease to be outstanding and those that have been defeased pursuant to Section 8.05because the Company, the Guarantors or one of its Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.08SECTION 2.7, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it, or a court holds, that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date a Redemption Date, Repurchase Date or any redemption date or date for repurchase Maturity Date, money and, if applicable as provided herein and in accordance herewith, shares of the Securities money Common Stock sufficient to pay the aggregate Redemption Price, Repurchase Price or principal amount, as the case may be, with respect to all Securities payable or to be redeemed redeemed, purchased or repurchased on that datepaid xxxx Xxxxxxxxxx, Xxxxxxxxxx at Holder’s Option or maturity, as the case may be, in each case plus, if applicable, accrued and unpaid interest, if any, and, if applicable, any Make-Whole Payment payable as herein provided upon Redemption, or maturity, then (unless there shall be a Default in the payment of such aggregate Redemption Price, Repurchase Price or Make-Whole Payment, or there shall be a Default in payment of any principal amount or accrued and unpaid interest (including, an Interest Payment Default)) on and after that such date such Securities cease to be outstanding and interest on them shall cease to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be no longer outstanding, if the pledgee is entitled pursuant interest on such Securities shall cease to accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the terms Paying Agent. Thereafter, all rights of its pledge agreement and is free the Holders of such Securities shall terminate with respect to exercise in its or his discretion such Securities, other than the right to vote receive the Redemption Price, Repurchase Price or principal amount, as the case may be, plus, if applicable, such securitiesaccrued and unpaid interest, uncontrolled by or Make-Whole Payment, in accordance with this Indenture. If a Security is converted in accordance with ARTICLE X, then, from and after the Company or by any time of such affiliateconversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security; provided, however, that nothing in this paragraph shall affect the provision in the Registration Rights Agreement relating to Additional Interest.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.11 as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.10, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company or an affiliate any of the Companyits Subsidiaries) holds on the a Redemption Date or maturity date money deposited with it by or any redemption date or date for repurchase on behalf of the Securities money Company sufficient to pay the principal of and accrued interest on the Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one of its affiliates an Affiliate holds such the Security, ; provided, however, that, in determining whether the Holders holders of the requisite aggregate principal amount of the outstanding Securities have given concurred in any request, demand, authorization, direction, notice, consent or waiver hereunderunder this Indenture, Securities which are owned by the Company or any affiliate of other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities shall be disregarded and deemed not to be outstandingoutstanding for the purpose of any such determination; provided, except that, in that for the purposes of determining whether the Trustee shall be protected in relying upon on any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be actually knows are so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Securities. Subject to Section 2.10, the Securities outstanding at any time are all the Securities that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding and those that have been defeased pursuant to Section 8.05outstanding. If a Security is replaced pursuant to Section 2.082.8, it ceases to be outstanding unless and until the Trustee and the Company receive receives proof satisfactory to them it that the replaced Security is held by a holder in due coursebona fide purchaser. If the Paying Agent (other than the Company, a Subsidiary of the Company or an affiliate Affiliate of the Company) holds as of 11:00 a.m. Eastern Time on the maturity date of Maturity of Securities of a Series or on any redemption day thereafter (in the case money is deposited by the Company following the date or date for repurchase of the Securities Maturity) money sufficient to pay such Securities payable on such date of Maturity or to be redeemed or repurchased on that any such later date, as the case may be, then on and after that such date of Maturity or such later date, as the case may be, such Securities of the Series cease to be outstanding and interest on them shall cease ceases to accrue. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds such the Security, provided, however, that, in . In determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate principal amount 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 Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, Discount Security that shall be deemed to be outstanding, if outstanding for such purposes shall be the pledgee is entitled amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliateSection 6.2.

Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, cancellation and those described in this Section 2.08 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one an Affiliate of its affiliates the Company holds such the Security, ; provided, however, that, that in determining whether the Holders of the requisite principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent consent, waiver or waiver other action hereunder, Securities owned by the Company or any affiliate obligor upon the Securities or any Affiliate of the Company or 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 consent, waiver or waiverother action, only Securities as to which a Responsible Trust Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Subject to the foregoing, only Securities so owned which are pledged outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If the CompanyPaying Agent holds, in accordance with this Indenture, on a Fundamental Change Repurchase Date, a Redemption Date or by any affiliate of on the CompanyMaturity Date, money sufficient to pay Securities payable on that date, then immediately after such Fundamental Change Repurchase Date, Redemption Date or Maturity Date, as security for loans or other obligationsthe case may be, otherwise than such Securities shall cease to another be outstanding and interest (including Additional Interest), if any, on such affiliate Securities shall cease to accrue and such Securities shall cease to be convertible. If a Security is converted in accordance with Article 10, then from and after the time of conversion on the CompanyConversion Date, such Security shall cease to be outstanding and interest (including Additional Interest), if any, shall be deemed cease to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote accrue on such securities, uncontrolled by the Company or by any such affiliateSecurity.

Outstanding Securities. Determinations of Holders' -------------------------------------------------- Action. Securities outstanding at any time are all the Securities that have been authenticated ------ by the Trustee except for those cancelled by it, those paid pursuant to Section 2.7 delivered to it for cancellation, cancellation and those described in this Section 2.8 as not outstanding and those that have been defeased pursuant to Section 8.05. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course. If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrueoutstanding. A Security does not cease to be outstanding because the Company or one of its affiliates an Affiliate thereof holds such the Security, ; provided, however, that, that in determining whether the Holders of the requisite principal amount Principal Amount at Maturity of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate other obligor upon the Securi ties or any Affiliate of the Company or 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 Securities as to which a Responsible Officer of the Trustee has received written notice actually knows to be so owned shall be so disregarded. Any Subject to the foregoing, only Securities so owned which are pledged outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9). If a Security is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the CompanyPaying Agent holds, in accordance with this Indenture, on a Redemption Date, or by any affiliate of on the CompanyBusiness Day following the Purchase Date or a Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or Stated Maturity, as security for loans the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or other obligationsprovision therefor satisfactory to the Trustee has been made. If a Security is converted in accordance with Article 10, otherwise than then from and after the time of conversion on the Conversion Date, such Security shall cease to another such affiliate of the Companybe outstanding and Original Issue Discount and interest, if any, shall be deemed cease to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote accrue on such securities, uncontrolled by the Company or by any such affiliateSecurity.