Common use of Satisfaction and Discharge of the Indenture Clause in Contracts

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Maturity Date, upon acceleration, with respect to any Fundamental Change Purchase Date, upon conversion or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 8.06 and, if money shall have been deposited with the Trustee pursuant to Section 11.01(a)(ii), the obligations of the Trustee under Section 11.02 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 4, Article 11, and Section 2.04, Section 2.06, Section 2.07, Section 2.08, Section 2.14, Section 5.01, Section 5.05, Section 5.06 and Section 8.06 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This In addition to its rights under Section 8.01 above, the Company may terminate all of its obligations under this Indenture (and all Liens on Collateral created pursuant subject to the Security DocumentsSection 8.03 hereof) and the Guarantees shall be discharged and shall cease to be of further effect if: (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture1) as to all Notes issued hereunder when either (a) either (iA) all Notes that Securities theretofore authenticated and delivered (other than Securities which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07 hereof) have been delivered to the Trustee for cancellation; or or (iiB) all Notes Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year year; and the DefeasorCompany, in the Parent case of (i) or any other Guarantor (ii) above, has irrevocably deposited or caused to be deposited in trust with the Trustee Trustee, pursuant to an irrevocable trust agreement in form reasonably satisfactory to the Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash denominated in dollars, non-callable Government Securities, or a combination an amount of cash in dollars, non-callable Government Securities, in amounts as will be U.S. Legal Tender sufficient, without consideration of any reinvestment the investment thereof and after payment of interestall federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, to pay the principal of and discharge the entire Indebtedness interest on the Notes not outstanding Securities on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities, provided that the Trustee shall have been irrevocably instructed in writing to apply such U.S. Legal Tender to the payment of said principal and interest on the Securities; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.02 have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date or following the Conversion Date or the last Trading Day of the applicable Cash Settlement Averaging Period, as the case may be, upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash funds and shares of Common Stock, if and as applicable, sufficient to pay or deliver all amounts due on all of such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash on the Maturity Date of the Securities or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee (which may include any of the Underwriters), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for and (B) the benefit rights, obligations and immunities of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if anyhereunder), and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing Trustee, on the date written demand of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or Company accompanied by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to as required by Section 11.04 hereof and at the Trustee stating that all conditions precedent to cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge have been satisfiedof this Indenture.

Satisfaction and Discharge of the Indenture. This The Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.07, 3.08, 3.11, 3.12 and 12.16, (e) the rights and immunities of Indenture Trustee hereunder, including the rights of Indenture Trustee under Section 6.07, and the obligations of Indenture Trustee under Section 4.02, and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with Indenture Trustee and payable to all or any of them, and Indenture Trustee, at the expense of Issuer and on written demand of, or on behalf of, Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either when: (i) either (A) all Notes that theretofore authenticated and delivered (other than (1) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced replaced, or paid as provided in Section 2.06, and (2) Notes for whose full payment U.S. dollars Servicer or Transferor, on behalf of Issuer, has theretofore deposited money in trust, which money has thereafter been deposited in trust and thereafter repaid to the IssuerIssuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; or (2) will become due and payable at the Series Termination Date for such Class or Series of Notes; or (3) are to be called for redemption within one year under arrangements satisfactory to Indenture Trustee for the giving of notice of redemption by Indenture Trustee in the name, and at the Defeasorexpense, of Issuer; and (4) Transferor or Servicer, in the Parent case of (1), (2) or any other Guarantor (3) above, has irrevocably deposited or caused to be irrevocably deposited with Indenture Trustee cash or direct obligations of or obligations guaranteed by the Trustee as trust funds United States of America (which will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation when due at the Series Termination Date for principal, premium, if any, and accrued interest to the date such Class or Series of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateDate (if Notes shall have been called for redemption pursuant to the related Indenture Supplement), as the case may be. In addition; (ii) Issuer has paid or caused to be paid all other sums payable hereunder by Issuer; and (iii) Issuer has delivered or caused to be delivered to Indenture Trustee an Officer’s Certificate, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to and (if required by the Trustee TIA or Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 12.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Final Maturity Date or otherwise upon acceleration, or will become due and payable within one year with respect to any Fundamental Change Repurchase Date, and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateExchange Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.6 and, if money shall have been deposited with the Trustee pursuant to Section 11.1(a)(ii), the obligations of the Trustee under Section 11.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, this Article XI shall survive any discharge of this Indenture.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to shall upon request of the Security Documents) and the Guarantees shall be discharged and shall Company cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) as to all Notes issued hereunder when either (a) either (i) all Notes that theretofore authenticated and delivered (other than Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07 of this Indenture) have been delivered to the Trustee for cancellation; or or (iib) all such Notes not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the DefeasorCompany, in the Parent case of (i), (ii) or any other Guarantor (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, purpose an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default in the case of Notes which have become due and payable) or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity Stated Maturity or the Redemption Date, as the case may be. In addition, ; (2) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company or any Subsidiary Guarantor; and (3) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, (i) so long (and only so long) as the Liens pursuant to the Security Documents have not been released as to any Pledged Collateral in accordance with Section 10.09 or otherwise as provided herein, the obligations of the parties to such Security Documents and the Liens pursuant thereto in respect of such Pledged Collateral, (ii) the obligations of the Company to the Trustee under Section 7.07 of this Indenture and (iii) if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 13.14, the obligations of the Trustee under the following paragraph of this Indenture shall survive. All money deposited with the Trustee pursuant to this Section 13.14 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.”

Satisfaction and Discharge of the Indenture. (a) This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either if either: (i) all outstanding Notes that have been authenticated, except lost, stolen or destroyed (other than Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid pursuant to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; cancellation or (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of on the mailing of a notice of redemption Maturity Date or otherwise or will become upon repurchase pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable within one year and the Defeasorpayable, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, shares of Common Stock in respect of converted Notes, and, if applicable as trust funds herein provided and in trust solely accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the Maturity Date or, if all Notes have been submitted for repurchase on the benefit of Fundamental Change Purchase Date, the HoldersFundamental Change Purchase Date, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiesas the case may be; provided that, in amounts as will be sufficienteither case, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Company pays to the Trustee for cancellation for principal, premium, if any, all other sums payable hereunder by the Company. (b) The Company may exercise its satisfaction and accrued interest discharge option with respect to the date of maturity or redemption; Notes only if: (bi) no Default or Event of Default has occurred and is continuing with respect to the Notes shall exist on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; (ii) and the such deposit will shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor it is bound; and (ciii) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the Trustee absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.12, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be required to make all payments and deliveries required by such Sections or Articles, as the case may be, irrespective of any prior satisfaction and discharge until the Notes have been paid in full.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date or following the Conversion Date, as the case may be, upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash funds or shares of Common Stock, if and as applicable, sufficient to pay or deliver all amounts due on all of such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash on the Maturity Date of the Securities or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee (which may include the Initial Purchaser), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for and (B) the benefit rights, obligations and immunities of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if anyhereunder), and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing Trustee, on the date written demand of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or Company accompanied by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to as required by Section 11.04 hereof and at the Trustee stating that all conditions precedent to cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge have been satisfiedof this Indenture.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Maturity Date, upon acceleration, with respect to any Fundamental Change Purchase Date or otherwise or will become due and payable within one year Repurchase Date and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, Conversion Agent as the case may be. In addition, Cash and other Settlement Amounts sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06 and, if money shall have been deposited with the Trustee pursuant to Section 11.01(a)(ii), the obligations of the Trustee under Section 11.02 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 11, Section 2.04, Section 2.06, Section 2.07, Section 2.08, Section 6.01, Section 6.05, Section 6.06 and Section 8.06 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. (a) This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either if either: (i) all outstanding Notes that have been authenticated, except lost, stolen or destroyed (other than Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid pursuant to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; cancellation or (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of on the mailing of a notice of redemption Maturity Date or otherwise or will become upon repurchase pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable within one year and the Defeasorpayable, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if applicable as trust funds herein provided and in trust solely for accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the benefit of Maturity Date or the HoldersFundamental Change Purchase Date, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiesas the case may be; provided that, in amounts as will be sufficienteither case, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Company pays to the Trustee for cancellation for principal, premium, if any, all other sums payable hereunder by the Company. (b) The Company may exercise its satisfaction and accrued interest discharge option with respect to the date of maturity or redemption; Notes only if: (bi) no Default or Event of Default has occurred and is continuing with respect to the Notes shall exist on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; (ii) and the such deposit will shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor it is bound; and (ciii) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the Trustee absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.12, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be required to make all payments and deliveries required by such Sections or Articles, as the case may be, irrespective of any prior satisfaction and discharge until the Notes have been paid in full.

Satisfaction and Discharge of the Indenture. (a) This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either if either: (i) all outstanding Notes that have been authenticated, except lost, stolen or destroyed (other than Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid pursuant to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; cancellation or (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of on the mailing of a notice of redemption Maturity Date or otherwise or will become upon repurchase pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable within one year and the Defeasorpayable, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if applicable as trust funds herein provided and in trust solely for accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the benefit of Maturity Date or the HoldersFundamental Change Purchase Date, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiesas the case may be; provided that, in amounts as will be sufficienteither case, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Company pays to the Trustee for cancellation for principal, premium, if any, all other sums payable hereunder by the Company. (b) The Company may exercise its satisfaction and accrued interest discharge option with respect to the date of maturity or redemption; Notes only if: (bi) no Default or Event of Default has occurred and is continuing with respect to the Notes shall exist on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; (ii) and the such deposit will shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor it is bound; and (ciii) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the Trustee absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.14, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be required to make all payments and deliveries required by such Sections or Articles, as the case may be, irrespective of any prior satisfaction and discharge until the Notes have been paid in full.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Maturity Date, any Redemption Date or Repurchase Date, upon acceleration, upon conversion or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 12.06 and, if money shall have been deposited with the Trustee pursuant to Section 15.01(a)(ii), the obligations of the Trustee under Section 15.02 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 7, Article 15, and Section 2.04, Section 2.06, Section 2.07, Section 2.08, Section 2.15, Section 2.16, Section 9.01, Section 9.05, Section 9.06 and Section 12.06 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This In addition to its rights under Section 8.01 above, the Company may terminate all of its obligations under this Indenture (and all Liens on Collateral created pursuant subject to the Security DocumentsSection 8.03 hereof) and the Guarantees shall be discharged and shall cease to be of further effect if: (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture1) as to all Notes issued hereunder when either (a) either (iA) all Notes that Securities theretofore authenticated and delivered (other than Securities which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07 hereof) have been delivered to the Trustee for cancellation; or or (iiB) all Notes Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the DefeasorCompany, in the Parent case of (i), (ii) or any other Guarantor (iii) above, has irrevocably deposited or caused to be deposited in trust with the Trustee Trustee, pursuant to an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash denominated in dollars, non-callable Government Securities, or a combination an amount of cash in dollars, non-callable Government Securities, in amounts as will be U.S. Legal Tender sufficient, without consideration of any reinvestment the investment thereof and after payment of interestall federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, to pay the principal of, premium, if any, and discharge the entire Indebtedness interest on the Notes not delivered outstanding Securities on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities, provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender to the Trustee for cancellation for payment of said principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit Securities; (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c2) the Issuer, the Parent or any other Guarantor Company has paid, paid or caused to be paid, paid all other sums payable under this Indenturehereunder by the Company; and and (d3) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.02 have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This The Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall will be discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder when when: (a) either (i1) all the Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen stolen, mutilated or destroyed Notes that which have been replaced or paid and Notes for whose payment U.S. dollars has money or certain United States government obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuer, Company or discharged from such trust) have been delivered to the Trustee for cancellation; cancellation or (ii2) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their maturity date within one year, or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the serving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Defeasor, the Parent or any other Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default in the case of Notes which have become due and payable) or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity date or the Redemption Date, as the case may be. In addition, together with instructions from the Defeasor and Company irrevocably directing the Parent must deliver Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (b) the Company has paid all other sums payable by the Company under the Indenture as to all outstanding Notes; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion opinion of Counsel to the Trustee stating counsel which, taken together, state that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture as to all outstanding Notes have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of the Indenture as to all outstanding Notes, the obligations of the Company to the Trustee under Section 607 of the Base Indenture, the obligations of the Company to any Authenticating Agent under Section 614 of the Base Indenture and, if money shall have been deposited with the Trustee pursuant to subclause (a)(2) of this Section 4.01, the obligations of the Trustee under Section 402 of the Base Indenture and the last paragraph of Section 1003 of the Base Indenture shall survive.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Final Maturity Date or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securitiesupon acceleration, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of on any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Redemption Date (including under arrangements satisfactory to the Trustee for cancellation for principal, premium, if any, and accrued interest with respect to the date delivery of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption redemption), or with respect to any Put Purchase Date, and apply the deposited money toward Company deposits with the payment of the Notes at maturity Paying Agent or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 12.6 and, if money shall have been deposited with the Trustee pursuant to Section 15.1(a)(ii), the obligations of the Trustee under Section 15.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 7, Article 15, and Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.14, Section 9.1, Section 9.5 and Section 9.6 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. (a) This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either if either: (i) all outstanding Notes that have been authenticated, except lost, stolen or destroyed (other than Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid pursuant to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; cancellation or (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of on the mailing of a notice of redemption Maturity Date or otherwise or will become upon repurchase pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable within one year and the Defeasorpayable, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if applicable as trust funds herein provided and in trust solely for accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the benefit of Maturity Date or the HoldersChange in Control Purchase Date, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiesas the case may be; provided that, in amounts as will be sufficienteither case, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Company pays to the Trustee for cancellation for principal, premium, if any, all other sums payable hereunder by the Company. (b) The Company may exercise its satisfaction and accrued interest discharge option with respect to the date of maturity or redemption; Notes only if: (bi) no Default or Event of Default has occurred and is continuing with respect to the Notes shall exist on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; (ii) and the such deposit will shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor it is bound; and (ciii) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the Trustee absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.12, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be required to make all payments and deliveries required by such Sections or Articles, as the case may be, irrespective of any prior satisfaction and discharge until the Notes have been paid in full.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities and rights of the Notes as Trustee herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute such instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when Indenture reasonably requested by the Company, when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.10) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will shall become due and payable within one year year, in each case whether at the Maturity Date or with respect to any Fundamental Change Repurchase Date or by delivery of a Conversion Notice or otherwise, and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, cash or a combination of cash and Common Stock, as applicable, sufficient to pay all amounts due and owing, or to become due and owing, to the Defeasor and Maturity Date on all outstanding Securities (other than Securities replaced pursuant to Section 2.10); (b) the Parent must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company as to conversion of the Securities under Article 5 of this Indenture and pursuant to the covenants under Article 7 of this Indenture and to the Trustee under Section 9.06 and, if money shall have been deposited with the Trustee pursuant to Section 12.01(a)(ii), the obligations of the Trustee under Section 12.02 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity for the payment of the principal amount thereof or on any Fundamental Change Purchase Date, optional redemption or upon conversion or otherwise or will become due and payable, due to the writing of a Redemption Notice or otherwise, in one year) and the Guarantees Company shall irrevocably deposit with the Paying Agent, in trust, or deliver to the Holders, as applicable, cash funds and/or (in the case of conversion) shares of Common Stock (subject to the Company’s right to pay cash in lieu thereof), as applicable, sufficient to pay all amounts due or deliverable on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Paying Agent for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Stated Maturity of the Notes or upon an earlier Fundamental Change Purchase Date or upon an optional redemption, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Paying Agent (which may include any of the Initial Purchasers), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumamounts, if any, so deposited with the Paying Agent and accrued interest to (B) the date of maturity or redemption; (b) no Default or Event of Default has occurred rights, obligations and is continuing on the date immunities of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) Paying Agent hereunder), and the deposit will not result in a breach or violation ofPaying Agent, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge of the Indenture have been satisfiedcomplied with and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Paying Agent for any costs or expenses thereafter reasonably and properly incurred by the Paying Agent, including the fees and expenses of its counsel, and to compensate the Paying Agent for any services thereafter reasonably and properly rendered by the Paying Agent in connection with this Indenture or the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Agent and the Paying Agent under Section 11.06 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsRegistrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity for the payment of the principal amount thereof, on any Redemption Date, on any Repurchase Date, on any Fundamental Change Repurchase Date or upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash funds and shares of Common Stock, as applicable, sufficient to pay all amounts due (and shares of Common Stock deliverable upon conversion, if applicable) on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Stated Maturity of the Notes or upon an earlier Redemption Date, Repurchase Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee (which may include any of the underwriters of the initial issuance of the Notes), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for and (B) the benefit rights, obligations and immunities of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if anyhereunder), and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing Trustee, on the date written demand of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or Company accompanied by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to as required by Section 12.04 and at the Trustee stating that all conditions precedent to cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge have been satisfiedof this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.09) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will shall become due and payable within one year year, in each case whether at the Maturity Date or with respect to any Redemption Date or Fundamental Change Repurchase Date or by delivery of a Conversion Notice or otherwise, and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, cash or a combination of cash and Common Stock, as applicable, sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.09); (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company as to conversion of the Securities under Article 5 of this Indenture and to the Trustee under Section 9.06 and, if money shall have been deposited with the Trustee pursuant to Section 12.01(a)(ii), the obligations of the Trustee under Section 12.02 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity for the payment of the principal amount thereof or on any Fundamental Change Purchase Date, Redemption Date or upon conversion or otherwise) and the Guarantees Company shall be discharged irrevocably deposit with the Paying Agent, in trust, or deliver to the Holders, as applicable, cash funds and/or (in the case of conversion) shares of Common Stock, as applicable, sufficient to pay all amounts due or deliverable on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Paying Agent for cancellation, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumamounts, if any, so deposited with the Paying Agent and accrued interest to (B) the date of maturity or redemption; (b) no Default or Event of Default has occurred rights, obligations and is continuing on the date immunities of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) Paying Agent hereunder), and the deposit will not result in a breach or violation ofPaying Agent, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture have been satisfiedcomplied with and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Paying Agent for any costs or expenses thereafter reasonably and properly incurred by the Paying Agent, including the fees and expenses of its counsel, and to compensate the Paying Agent for any services thereafter reasonably and properly rendered by the Paying Agent in connection with this Indenture or the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Agent and the Paying Agent under Section 11.06 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason whether at the Final Maturity Date or upon acceleration, or on any Redemption Date (including under arrangements satisfactory to the Trustee with respect to the delivery of the mailing of a notice of redemption redemption), or otherwise with respect to any Purchase Date or will become Fundamental Change Purchase Date, and the Company deposits with the Paying Agent cash, Common Stock or other consideration, as applicable hereunder, sufficient to pay on such date all amounts due and payable within one year and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date; (b) the Defeasor, the Parent or any other Guarantor Company has irrevocably deposited paid or caused to be deposited with paid all other sums payable hereunder by the Trustee as trust funds in trust solely for Company; and (c) the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not Company has delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 12.6 and, if money shall have been deposited with the Trustee pursuant to Section 15.1(a)(ii), the obligations of the Trustee under Section 15.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 7, Article 14 and Article 15, and Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.14, Section 9.1, Section 9.5 and Section 9.6 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. (a) This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either if either: (i) all outstanding Notes that have been authenticated, except lost, stolen or destroyed (other than Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid pursuant to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; cancellation or (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of on the mailing of a notice of redemption Maturity Date or otherwise or will become upon repurchase pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable within one year and the Defeasorpayable, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if applicable as trust funds herein provided and in trust solely accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the Maturity Date or, if all Notes have been submitted for repurchase on the benefit of Change in Control Purchase Date, the HoldersChange in Control Purchase Date, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiesas the case may be; provided that, in amounts as will be sufficienteither case, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Company pays to the Trustee for cancellation for principal, premium, if any, all other sums payable hereunder by the Company. (b) The Company may exercise its satisfaction and accrued interest discharge option with respect to the date of maturity or redemption; Notes only if: (bi) no Default or Event of Default has occurred and is continuing with respect to the Notes shall exist on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit; (ii) and the such deposit will shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor it is bound; and (ciii) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the Trustee absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.12, Article 5 and this Article 8, shall survive and the Company shall be required to make all payments and deliveries required by such Sections or Articles, as the case may be, irrespective of any prior satisfaction and discharge until the Notes have been paid in full.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03, 3.05, 3.12, 3.14 and 3.15, (e) the rights, obligations and immunities of the Notes Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 7.07 and the obligations of the Indenture Trustee under Section 13.02) and (f) the rights of Noteholders as expressly provided for in this Indenture) as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all Notes issued hereunder when (a) either or any of them, and the Indenture Trustee, on demand of and at the expense of the Owner Trustee, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid as provided in Section 2.08 and (2) Notes for whose which payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by the Owner Trustee and thereafter repaid to the IssuerOwner Trustee or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; (2) will become due and payable at the Final Scheduled Distribution Date within one year; or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Owner Trustee; and the DefeasorOwner Trustee, in the Parent case of clauses (1), (2) or any other Guarantor (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation for principal, premium, if any, and accrued interest when due to the date of maturity Final Scheduled Distribution Date or redemption; Redemption Date (bif Notes shall have been called for redemption pursuant to Section 6.01(a) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date6.02), as the case may be. In addition; 116 (ii) the Owner Trustee has paid or caused to be paid all other sums payable hereunder by the Trust, including all amounts owing to the Defeasor and Note Insurer; and (iii) the Parent must deliver Owner Trustee has delivered to the Indenture Trustee an Officers’ Certificate and Officer's Certificate, an Opinion of Counsel to and (if required by the Trustee TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Article 4 of the Base Indenture (and all Liens on Collateral created pursuant shall not apply to the Security Documents) and the Guarantees shall be discharged and Securities. The Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in this for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture) as to all Notes issued hereunder when , when: (a) either either: (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.06 hereof) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Maturity Date, upon acceleration, with respect to any Fundamental Change Repurchase Date, upon conversion or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under Section 6.7 of the Base Indenture and, if money shall have been deposited with the Trustee pursuant to Section 9.01(a)(ii) above, the obligations of the Trustee under Section 9.02 below shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 4, Article 9, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 5.01, Section 5.04 and Section 5.05 of this First Supplemental Indenture and Section 6.7 and Section 10.2 of the Base Indenture shall survive any discharge of the Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Final Maturity Date or otherwise or will become due and payable within one year and the Defeasorupon acceleration, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered (including under arrangements satisfactory to the Trustee for cancellation for principal, premium, if any, and accrued interest with respect to the date delivery of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption redemption), or with respect to any Fundamental Change Purchase Date, and apply the deposited money toward Company deposits with the payment of the Notes at maturity Paying Agent or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 12.6 and, if money shall have been deposited with the Trustee pursuant to Section 15.1(a)(ii), the obligations of the Trustee under Section 15.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 7, Article 15, and Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.14, Section 9.1, Section 9.5 and Section 9.6 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This In addition to its rights under Section 8.01 above, the Company may terminate all of its obligations under this Indenture (and all Liens on Collateral created pursuant subject to the Security DocumentsSection 8.03 hereof) and the Guarantees shall be discharged and shall cease to be of further effect if: (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture1) as to all Notes issued hereunder when either (a) either (iA) all Notes that Securities theretofore authenticated and delivered (other than Securities which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07 hereof) have been delivered to the Trustee for cancellation; or or (iiB) all Notes Securities not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the DefeasorCompany, in the Parent case of (i), (ii) or any other Guarantor (iii) above, has irrevocably deposited or caused to be deposited in trust with the Trustee Trustee, pursuant to an irrevocable trust agreement in form and substance reasonably satisfactory to the Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash denominated in dollars, non-callable Government Securities, or a combination an amount of cash in dollars, non-callable Government Securities, in amounts as will be U.S. Legal Tender sufficient, without consideration of any reinvestment the investment thereof and after payment of interestall federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, to pay the principal of, premium, if any, and discharge the entire Indebtedness interest on the Notes not delivered outstanding Securities on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities, provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender to the Trustee for cancellation for payment of said principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit Securities; (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c2) the Issuer, the Parent or any other Guarantor Company has paid, paid or caused to be paid, paid all other sums payable under this Indenturehereunder by the Company; and and (d3) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.02 have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03, 3.05, 3.12, 3.14 and 3.15, (e) the rights, obligations and immunities of the Notes Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 7.07 and the obligations of the Indenture Trustee under Section 13.02) and (f) the rights of Noteholders as expressly provided for in this Indenture) as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all Notes issued hereunder when (a) either or any of them, and the Indenture Trustee, on demand of and at the expense of Owner Trustee, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid as provided in Section 2.08 and (2) Notes for whose which payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by Owner Trustee and thereafter repaid to the IssuerOwner Trustee or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; (2) will become due and payable at the Final Scheduled Distribution Date within one year; or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the Defeasorexpense, of Owner Trustee; and Owner Trustee, in the Parent case of clauses (1), (2) or any other Guarantor (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States of America (which 115 125 will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation for principal, premium, if any, and accrued interest when due to the date of maturity Final Scheduled Distribution Date or redemption; Redemption Date (bif Notes shall have been called for redemption pursuant to Section 6.01(a) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date6.02), as the case may be. In addition; (ii) Owner Trustee has paid or caused to be paid all other sums payable hereunder by the Trust, including all amounts owing to the Defeasor and Note Insurer; and (iii) Owner Trustee has delivered to the Parent must deliver Indenture Trustee an Officers’ Certificate and Officer's Certificate, an Opinion of Counsel to and (if required by the Trustee TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall will be discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (aA) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars money has been deposited in trust and thereafter repaid to the IssuerCompany, have been delivered to the Trustee for cancellation; or (ii) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing making of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor Defeasor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollarsEuros, non-callable Government Securities, or a combination of cash in dollars, U.S. dollars and non-callable Euro-denominated Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; , (bB) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound; , (cC) the Issuer, Company and the Parent or any other Guarantor has Guarantors have paid, or caused to be paid, all sums payable payable, under this Indenture; , and (dD) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the such Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will shall become due and payable within one year (whether at the Final Maturity Date or upon acceleration, or on any Redemption Date, or with respect to any Purchase Date or Fundamental Change Purchase Date), and the DefeasorCompany deposits with the Paying Agent cash or Common Stock, as applicable, sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7); (b) the Parent or any other Guarantor Company has irrevocably deposited paid or caused to be deposited with paid all other sums payable hereunder by the Trustee as trust funds in trust solely for Company; and (c) the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not Company has delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company as to conversion of the Securities under Article 6 of this Indenture and to the Trustee under Section 11.7 and, if money shall have been deposited with the Trustee pursuant to Section 14.1(a)(ii), the obligations of the Trustee under Section 14.2 shall survive.

Satisfaction and Discharge of the Indenture. Legal Defeasance. This Indenture (Indenture, the Parent Guarantee, any Subsidiary Guarantee and all Liens on Collateral created pursuant to each of the Security Documents) and the Guarantees shall be discharged and shall Documents will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder outstanding Notes, and the Trustee, at the Issuer's request and expense, shall execute and deliver proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Notes that have been authenticatedNotes, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; cancellation or (ii) all Notes not theretofore therefore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, ; (b) the Defeasor Issuer has paid all other sums payable under this Indenture by the Issuer; and (c) the Parent must deliver Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the Issuer. Notwithstanding the satisfaction and discharge of this Indenture pursuant to the preceding paragraph of this Section 8.01, the obligations of the Issuer to the Trustee under Section 7.07 and, if funds shall have been deposited with the Trustee pursuant to such paragraph, the obligations of the Trustee under Section 8.02 and 8.03 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03, 3.05, 3.12, 3.14 and 3.15, (e) the rights, obligations and immunities of the Notes Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 7.07 and the obligations of the Indenture Trustee under Section 13.02) and (f) the rights of Noteholders as expressly provided for in this Indenture) as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all Notes issued hereunder when (a) either or any of them, and the Indenture Trustee, on demand of and at the expense of the Owner Trustee, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid as provided in Section 2.08 and (2) Notes for whose which payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by the Owner Trustee and thereafter repaid to the IssuerOwner Trustee or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; (2) will become due and payable at the Final Scheduled Distribution Date within one year; or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Owner Trustee; and the DefeasorOwner Trustee, in the Parent case of clauses (1), (2) or any other Guarantor (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States of America 118 (which will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation for principal, premium, if any, and accrued interest when due to the date of maturity Final Scheduled Distribution Date or redemption; Redemption Date (bif Notes shall have been called for redemption pursuant to Section 6.01(a) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date6.02), as the case may be. In addition; (ii) the Owner Trustee has paid or caused to be paid all other sums payable hereunder by the Trust, including all amounts owing to the Defeasor and Note Insurer; and (iii) the Parent must deliver Owner Trustee has delivered to the Indenture Trustee an Officers’ Certificate and Officer's Certificate, an Opinion of Counsel to and (if required by the Trustee TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to If the Security Documents) and Issuer shall pay the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticatedprincipal of, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date all of the deposit (other than a Default Bonds Outstanding in accordance with their terms, or Event of Default resulting from shall provide for such payment as provided in Section 1201 hereof, and if the borrowing of funds Issuer shall also pay or cause to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any paid all other instrument to which the Issuer or any Guarantor is a party or sums payable hereunder by which the Issuer or any Guarantor is bound; (c) the Issuer, then and in that case this Indenture and the Parent or any other Guarantor has paidestate and rights granted hereunder shall cease, or caused to be paidterminate and become null and void, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to thereupon the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment shall, upon Written Request of the Notes at maturity or the Redemption DateIssuer, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Indenture and the lien hereof; provided that, with respect to Bonds for which payment has been provided at the time but which has not in fact been paid, the liability of the Issuer in respect of such Bonds shall continue provided that the Owners thereof shall thereafter be entitled to payment only out of the moneys or Government Securities deposited with the Trustee as provided in this Article. The satisfaction and discharge of this Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Issuer and the Borrower for any expenditures which it may thereafter incur in connection herewith. Notwithstanding the release and discharge of the lien of this Indenture as provided above, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, tender and purchase provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost, stolen or Undelivered Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust, redemption of Bonds and the duties of the Trustee, the Bond Registrar, the Paying Agent and the Remarketing Agent in connection with all of the foregoing, remain in effect and shall be binding upon the Trustee and the Bondowners. The Issuer is hereby authorized to accept a certificate by the Trustee that the whole amount of the principal, redemption premium, if any, and interest so due and payable upon all of the Bonds then Outstanding has been paid or such payment provided for in accordance with Section 1201 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its records. All moneys, funds, securities or other property remaining on deposit in all Funds or Accounts established under this Indenture (other than said moneys or Government Securities or other investments deposited in trust as above provided) shall, upon the full satisfaction of this Indenture, forthwith be transferred, paid over and distributed to the Credit Enhancer and the Borrower in the manner provided in Section 510 hereof. If there is a release and discharge of the lien of this Indenture as provided above, the Trustee shall so notify the Rating Agency.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. U.S dollars (in the case of Dollar Notes) or euros (in the case of Euro Notes) has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollarsdollars or euros, non-callable Government Securities, or a combination of cash in dollarsdollars or euros, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03, 3.05, 3.12, 3.14 and 3.15, (e) the rights, obligations and immunities of the Notes Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 7.07 and the obligations of 127 the Indenture Trustee under Section 13.02) and (f) the rights of Noteholders as expressly provided for in this Indenture) as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Owner Trustee, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes issued hereunder when (a) either and the other obligations secured hereby, when: (i) either: (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid as provided in Section 2.08 and (2) Notes for whose which payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by the Owner Trustee and thereafter repaid to the IssuerOwner Trustee or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; (2) will become due and payable at the Final Scheduled Payment Date within one year; or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Owner Trustee; and the DefeasorOwner Trustee, in the Parent case of clauses (1), (2) or any other Guarantor (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation for principal, premium, if any, and accrued interest when due to the date of maturity Final Scheduled Payment Date or redemption; Redemption Date (bif Notes shall have been called for redemption pursuant to Section 6.01(a) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date6.02), as the case may be. In addition; (ii) the Owner Trustee has paid or caused to be paid all other sums payable hereunder by the Trust, including all amounts owing to the Defeasor Note Insurer; (iii) the Interest Rate Swap Agreement has been terminated and all amounts owed to each Swap Counterparty, including all Swap Termination Payments, under any existing or previously terminated Interest Rate Swap Agreement have been paid in full; and 128 (iv) the Parent must deliver Owner Trustee has delivered to the Indenture Trustee an Officers’ Certificate and Officer's Certificate, an Opinion of Counsel to and (if required by the Trustee TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This In addition to its rights under Section 8.01 above, the Company may terminate all of its obligations under this Indenture (and all Liens on Collateral created pursuant subject to the Security DocumentsSection 8.03 hereof) and the Guarantees shall be discharged and shall cease to be of further effect if: (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture1) as to all Notes issued hereunder when either (a) either (iA) all Notes that Securities theretofore authenticated and delivered (other than Securities which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07 hereof) have been delivered to the Trustee for cancellation; or (iiB) all Notes Securities not theretofore delivered to the Trustee for cancellation cancellation: (i) have become due and payable by reason of the mailing of a notice of redemption payable, or otherwise or (ii) will become due and payable at their Stated Maturity within one year year; and the DefeasorCompany, in the Parent case of (i) or any other Guarantor (ii) above, has irrevocably deposited or caused to be deposited in trust with the Trustee Trustee, pursuant to an irrevocable trust agreement in form reasonably satisfactory to the Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash denominated in dollars, non-callable Government Securities, or a combination an amount of cash in dollars, non-callable Government Securities, in amounts as will be U.S. Legal Tender sufficient, without consideration of any reinvestment the investment thereof and after payment of interestall federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, to pay the principal of and discharge the entire Indebtedness interest on the Notes not outstanding Securities on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities, provided that the Trustee shall have been irrevocably instructed in writing to apply such U.S. Legal Tender to the payment of said principal and interest on the Securities; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture pursuant to this Section 8.02 have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03, 3.05, 3.12, 3.14 and 3.15, (e) the rights, obligations and immunities of the Notes Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 7.07 and the obligations of the Indenture Trustee under Section 13.02) and (f) the rights of Noteholders as expressly provided for in this Indenture) as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Owner Trustee, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes issued hereunder when (a) either and the other obligations secured hereby, when: (i) either: (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid as provided in Section 2.08 and (2) Notes for whose which payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by the Owner Trustee and thereafter repaid to the IssuerOwner Trustee or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; (2) will become due and payable at the Final Scheduled Payment Date within one year; or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Owner Trustee; and the DefeasorOwner Trustee, in the Parent case of clauses (1), (2) or any other Guarantor (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch 126 purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation for principal, premium, if any, and accrued interest when due to the date of maturity Final Scheduled Payment Date or redemption; Redemption Date (bif Notes shall have been called for redemption pursuant to Section 6.01(a) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date6.02), as the case may be. In addition; (ii) the Owner Trustee has paid or caused to be paid all other sums payable hereunder by the Trust, including all amounts owing to the Defeasor Note Insurer; (iii) the Interest Rate Swap Agreement has been terminated and all amounts owed to each Swap Counterparty, including all Swap Termination Payments, under any existing or previously terminated Interest Rate Swap Agreement have been paid in full; and (iv) the Parent must deliver Owner Trustee has delivered to the Indenture Trustee an Officers’ Certificate and Officer's Certificate, an Opinion of Counsel to and (if required by the Trustee TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore cancelled, or (ii) all such Notes not theretofore cancelled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and/or (in the case of exchange) Common Stock sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving (x) rights hereunder of registration of transfer or exchange of Holders to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cy) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to If the Security Documents) and Issuer shall pay the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticatedprincipal of, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date all of the deposit (other than a Default Bonds Outstanding in accordance with their terms, or Event of Default resulting from shall provide for such payment as provided in Section 1201 hereof, and if the borrowing of funds Issuer shall also pay or cause to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any paid all other instrument to which the Issuer or any Guarantor is a party or sums payable hereunder by which the Issuer or any Guarantor is bound; (c) the Issuer, then and in that case this Indenture and the Parent or any other Guarantor has paidestate and rights granted hereunder shall cease, or caused to be paidterminate and become null and void, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to thereupon the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment shall, upon Written Request of the Notes at maturity or the Redemption DateIssuer, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture have been satisfied.complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Indenture and the lien hereof; provided that, with respect to Bonds for which payment has been provided at the time but which has not in fact been paid, the liability of the Issuer in respect of such Bonds shall continue provided that the Owners thereof shall thereafter be entitled to payment only out of the moneys or Government Securities deposited with the Trustee as provided in this Article. The satisfaction and discharge of this Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Issuer and the Borrower for any expenditures which it may thereafter incur in connection herewith. Notwithstanding the release and discharge of the lien of this Indenture as provided above, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, tender and purchase provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost, stolen or Undelivered Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust, redemption of Bonds and the duties of the Trustee, the Bond Registrar, the Paying Agent and the Remarketing Agent in connection with all of the foregoing, remain in effect and shall be binding upon the Trustee and the Bondowners. The Issuer is hereby authorized to accept a certificate by the Trustee that the whole amount of the principal, redemption premium, if any, and interest so due and payable upon all of the Bonds then Outstanding has been paid or such payment provided for in accordance with Section 1201 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its records. All moneys, funds, securities or other property remaining on deposit in all Funds or Accounts established under this Indenture (other than said moneys or Government Securities or other investments deposited in trust as above provided) shall, upon the full satisfaction of this Indenture, forthwith be transferred, paid over and distributed to the Credit Enhancer and the Borrower in the manner provided in Section 510 hereof. If there is a release and discharge of the lien of this Indenture as provided above, the Trustee shall so notify the Rating Agency. [End of Article XII]

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this First Supplemental Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to Section 3.6 of the Issuer, Base Indenture) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Maturity Date, upon acceleration, with respect to any Fundamental Change Purchase Date, upon conversion or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 3.6 of the Defeasor and Base Indenture) on such date; (b) the Parent must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company; (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this First Supplemental Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this First Supplemental Indenture, the obligations of the Company to the Trustee under Section 6.7 of the Base Indenture and, if money shall have been deposited with the Trustee pursuant to Section 10.01(a)(ii), the obligations of the Trustee under Section 10.02 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Section 3.6, Section 3.7, Section 6.7 and Section 10.2 of the Base Indenture and Section 2.04, Section 2.06, Section 2.08, Section 5.01, Section 5.03, and Article 4 and Article 10 of this First Supplemental Indenture, shall survive any discharge of this First Supplemental Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.10) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will shall become due and payable within one year year, in each case whether at the Maturity Date or with respect to any Fundamental Change Repurchase Date or by delivery of a Conversion Notice or otherwise, and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, cash or a combination of cash and Common Stock, as applicable, sufficient to pay all amounts due and owing, or to become due and owing, to the Defeasor and Maturity Date on all outstanding Securities (other than Securities replaced pursuant to Section 2.10); (b) the Parent must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company as to conversion of the Securities under Article 5 of this Indenture and pursuant to the covenants under Article 7 of this Indenture and to the Trustee under Section 9.06 and, if money shall have been deposited with the Trustee pursuant to Section 12.01(a)(ii), the obligations of the Trustee under Section 12.02 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall upon Issuer Request cease to be of further effect (except as to surviving rights hereinafter expressly provided), and the Trustee, at the expense of registration the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of transfer or exchange of this Indenture, when: (a) the Issuer has paid and discharged the entire indebtedness by (i) paying in full the outstanding principal of, and accrued and unpaid interest, on, the Notes as expressly provided for and when payable, (ii) depositing with the Trustee cash in this Indenture) as a sufficient amount to redeem all outstanding Notes issued hereunder when (a) either (i) all Notes in accordance with their terms together with proof that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars notice of redemption has been deposited in trust given or waived or an irrevocable order of the Issuer directing the Trustee to give such notice together with an amount sufficient to pay any and thereafter repaid to the Issuer, have been delivered all amounts due and owing to the Trustee for cancellation; or (iiiii) all Notes not theretofore delivered delivering to the Trustee for cancellation all Outstanding Notes; and (b) the Issuer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have become due and payable by reason been complied with. Upon satisfaction of the mailing aforesaid conditions, the Trustee shall, upon receipt of a notice an Issuer Request, acknowledge in writing the satisfaction and discharge of redemption this Indenture and take all other action reasonably requested by the Issuer to evidence the termination of any and all Liens created by or otherwise or will become due with respect to this Indenture. Notwithstanding the satisfaction and payable within one year discharge of this Indenture as aforesaid, the obligations of the Issuer and the DefeasorTrustee under Sections 2.5, 2.6, 2.7 and 2.14, Section 4.6 and this Article 10 hereof shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section 10.2, the Parent Trustee shall assign, transfer and turn over to or upon the order of the Issuer any and all money, securities and other Guarantor has irrevocably deposited or caused to be deposited with property then held by the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to other than money deposited with the Trustee for cancellation for principal, premium, if any, pursuant to Section 10.1(a) hereof and accrued interest to the date of maturity and other amounts earned or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedreceived thereon.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Final Maturity Date or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securitiesupon acceleration, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of on any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Redemption Date (including under arrangements satisfactory to the Trustee for cancellation for principal, premium, if any, and accrued interest with respect to the date delivery of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption redemption), or with respect to any Fundamental Change Purchase Date, and apply the deposited money toward Company deposits with the payment of the Notes at maturity Paying Agent or the Redemption DateConversion Agent, as the case may be. In addition, cash, Common Stock or other consideration, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 12.6 and, if money shall have been deposited with the Trustee pursuant to Section 15.1(a)(ii), the obligations of the Trustee under Section 15.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 7, Article 15, and Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.14, Section 9.1, Section 9.5 and Section 9.6 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore canceled, or (ii) all such Notes not theretofore canceled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Issuer Conversion Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and/or (in the case of conversion) shares of the Common Stock sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall upon an Issuer Request cease to be of further effect (except as hereinafter expressly provided), and the Note Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) the Issuer has paid and discharged, or has caused to surviving rights of registration of transfer or exchange of be paid and discharged, the entire indebtedness by (i) paying in full the outstanding principal of, and accrued and unpaid interest, Additional Amounts and Make-Whole Premium, if any, on, the Notes as expressly provided for and when payable, (ii) depositing with the Note Trustee cash in this Indenture) as a sufficient amount to redeem all Outstanding Notes issued hereunder when (a) either (i) all Notes in accordance with their terms together with proof that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars notice of redemption has been deposited in trust and thereafter repaid given or waived or an irrevocable order of the Issuer directing the Note Trustee to give such notice and/or (iii) delivering to the Issuer, have been Note Trustee for cancellation all Outstanding Notes; and (b) the Issuer has delivered to the Note Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for cancellation; or (ii) all Notes not theretofore delivered relating to the Trustee for cancellation satisfaction and discharge of this Indenture have become due and payable by reason been complied with. Upon satisfaction of the mailing aforesaid conditions, the Note Trustee shall, upon receipt of a notice an Issuer Request, acknowledge in writing the satisfaction and discharge of redemption this Indenture and take all other action reasonably requested by the Issuer to evidence the termination of any and all Liens created by or otherwise with respect to this Indenture or will become due the Security Documents. Notwithstanding the satisfaction and payable within one year discharge of this Indenture as aforesaid, the obligations of the Issuer and the DefeasorNote Trustee under Sections 2.7, 2.8, 2.9, 2.15, Article 4 and this Article 9 hereof shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section 9.2, the Parent Note Trustee shall assign, transfer and turn over to or upon the order of the Issuer any and all money, securities and other Guarantor has irrevocably deposited or caused to be deposited with property then held by the Note Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default money deposited with the Note Trustee pursuant to Section 9.4(a) hereof and interest and other amounts earned or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedreceived thereon.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Final Maturity Date or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securitiesupon acceleration, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of on any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Redemption Date (including under arrangements satisfactory to the Trustee for cancellation for principal, premium, if any, and accrued interest with respect to the date delivery of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption redemption), or with respect to any Put Purchase Date, and apply the deposited money toward Company deposits with the payment of the Notes at maturity Paying Agent or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 12.6 and, if money shall have been deposited with the Trustee pursuant to Section 15.1(a)(ii), the obligations of the Trustee under Section 15.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 7, Article 15, and Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 2.14, Section 9.1, Section 9.5 and Section 9.6 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.7) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Final Maturity Date or otherwise upon acceleration, or will become due and payable within one year with respect to any Fundamental Change Purchase Date, and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date (and such deposit is permitted under Article XI); (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.6 and, if money shall have been deposited with the Trustee pursuant to Section 13.1(a)(ii), the obligations of the Trustee under Section 13.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article IV, Article XI and Article XIII and Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 6.1, Section 6.5, Section 6.6 and Section 9.6 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.01(a), 3.02, 3.03, 3.05, 3.12, 3.14 and 3.15, (e) the rights, obligations and immunities of the Notes Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 7.07 and the obligations of the Indenture Trustee under Section 13.02) and (f) the rights of Noteholders as expressly provided for in this Indenture) as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes issued hereunder when (a) either and the other obligations secured hereby, when: (i) either: (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid as provided in Section 2.08 and (2) Notes for whose which payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuerIssuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or 122 2003-A Indenture (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; (2) will become due and payable at the Final Scheduled Payment Date within one year; or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the DefeasorIssuer, in the Parent case of clauses (1), (2) or any other Guarantor (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee as trust funds cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation for principal, premium, if any, and accrued interest when due to the date of maturity Final Scheduled Payment Date or redemption; Redemption Date (b) no Default if Notes shall have been called for redemption pursuant to Section 6.01 or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date6.02), as the case may be. In addition; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer, including all amounts owing to the Defeasor Note Insurer; (iii) the Interest Rate Swap Agreement has been terminated and all amounts owed to each Swap Counterparty, including all Swap Termination Payments, under any existing or previously terminated Interest Rate Swap Agreement have been paid in full; and (iv) the Parent must deliver Issuer has delivered to the Indenture Trustee an Officers’ Certificate and Officer's Certificate, an Opinion of Counsel to and (if required by the Trustee TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with.

Satisfaction and Discharge of the Indenture. This ------------------------------------------- Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall upon Issuer Request cease to be of further effect (except as to surviving rights of registration of transfer or exchange hereinafter expressly provided), and the Trustee, at the expense of the Notes as expressly provided for in Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when: (a) either the Issuer has paid and discharged the entire Indebtedness by (i) paying in full the outstanding principal of, and accrued and unpaid interest on, the Notes and all other payment obligations under the Notes, the Indenture and the Security Documents, as and when payable, (ii) depositing with the Trustee cash in a sufficient amount (in the opinion of a nationally recognized firm of independent public accountants) to redeem all Outstanding Notes in accordance with their terms together with proof that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars notice of redemption has been deposited in trust given or waived as required under this Indenture or an irrevocable order of the Issuer directing the Trustee to give such notice together with an amount sufficient to pay any and thereafter repaid to the Issuer, have been delivered all amounts due and owing to the Trustee for cancellation; or (iiiii) all Notes not theretofore delivered delivering to the Trustee for cancellation all Outstanding Notes; and (b) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have become due and payable by reason been complied with. Upon satisfaction of the mailing aforesaid conditions, the Trustee shall, upon receipt of a notice an Issuer Request, acknowledge in writing the satisfaction and discharge of redemption this Indenture and take all other action reasonably requested by the Issuer to evidence the termination of any and all Liens created by or otherwise or will become due with respect to this Indenture. Notwithstanding the satisfaction and payable within one year discharge of this Indenture as aforesaid, the obligations of the Issuer and the DefeasorTrustee under Sections 2.5, 2.6, 2.7 and 2.14, Section 4.6 and this Article 10 hereof shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section 10.2, the Parent Trustee shall assign, transfer and turn over to or upon the order of the Issuer any and all money, securities and other Guarantor has irrevocably deposited or caused to be deposited with property then held by the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to other than money deposited with the Trustee for cancellation for principal, premium, if any, pursuant to Section 10.1(a) or Section 10.2(a)(ii) hereof and accrued interest to the date of maturity and other amounts earned or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedreceived thereon.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore cancelled, or (ii) all such Notes not theretofore cancelled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and (if applicable in the case of exchange) Common Shares sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This The Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (with respect to the Notes except as to surviving (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or exchange stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.07, 3.08, 3.11, 3.12 and 12.16, (e) the rights and immunities of Indenture Trustee hereunder, including the rights of Indenture Trustee under Section 6.07, and the obligations of Indenture Trustee under Section 4.02, and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with Indenture Trustee and payable to all or any of them, and Indenture Trustee, at the expense of Issuer and on written demand of, or on behalf of, Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either when: (i) either (A) all Notes that theretofore authenticated and delivered (other than (1) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced replaced, or paid as provided in Section 2.06, and (2) Notes for whose full payment U.S. dollars Servicer or Transferor, on behalf of Issuer, has theretofore deposited money in trust, which money has thereafter been deposited in trust and thereafter repaid to the IssuerIssuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or or (iiB) all Notes not theretofore delivered to the Indenture Trustee for cancellation cancellation: (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise or payable; or (2) will become due and payable at the Series Termination Date for such Class or Series of Notes; or (3) are to be called for redemption within one year under arrangements satisfactory to Indenture Trustee for the giving of notice of redemption by Indenture Trustee in the name, and at the Defeasorexpense, of Issuer; and (4) Transferor or Servicer, in the Parent case of (1), (2) or any other Guarantor (3) above, has irrevocably deposited or caused to be irrevocably deposited with Indenture Trustee cash or direct obligations of or obligations guaranteed by the Trustee as trust funds United States of America (which will mature prior to the date such amounts are payable), in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiessuch purpose, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Indenture Trustee for cancellation when due at the Series Termination Date for principal, premium, if any, and accrued interest to the date such Class or Series of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateDate (if Notes shall have been called for redemption pursuant to the related Indenture Supplement), as the case may be. In addition; (ii) Issuer has paid or caused to be paid all other sums payable hereunder by Issuer; and (iii) Issuer has delivered or caused to be delivered to Indenture Trustee an Officer's Certificate, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to and (if required by the Trustee TIA or Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 12.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of the Indenture, the obligations of Issuer and Servicer to Indenture Trustee under Section 6.07 and of Indenture Trustee to the Noteholders under Section 4.02 shall survive such satisfaction and discharge(c)."

Satisfaction and Discharge of the Indenture. This Article 4 of the Original Indenture (and all Liens on Collateral created pursuant shall not apply to the Security Documents) and the Guarantees shall be discharged and Securities. The Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in this for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture) as to all Notes issued hereunder when , when: (a) either either: (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.06 hereof) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Maturity Date, upon acceleration, with respect to any Fundamental Change Repurchase Date, upon conversion or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under Section 6.7 of the Original Indenture and, if money shall have been deposited with the Trustee pursuant to Section 9.01(a)(ii) above, the obligations of the Trustee under Section 9.02 below shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 4, Article 9, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 5.01, Section 5.04 and Section 5.05 of this First Supplemental Indenture and Section 6.7 and Section 10.2 of the Original Indenture shall survive any discharge of the Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore canceled, or (ii) all such Notes not theretofore canceled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and/or (in the case of exchange) Common Shares sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either if either: (i) all outstanding Notes that have been authenticated, except lost, stolen or destroyed (other than Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid pursuant to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; cancellation or (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of on the mailing of a notice of redemption Maturity Date or otherwise or will become upon repurchase pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable within one year and the Defeasorpayable, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if applicable as trust funds herein provided and in trust solely for accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the benefit of Maturity Date or the HoldersFundamental Change Purchase Date, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiesas the case may be; provided that, in amounts as will be sufficienteither case, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Company pays to the Trustee for cancellation for principal, premium, if any, all other sums payable hereunder by the Company. The Company may exercise its satisfaction and accrued interest discharge option with respect to the date of maturity or redemption; (b) Notes only if: no Default or Event of Default has occurred and is continuing with respect to the Notes shall exist on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the ; such deposit will shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor it is bound; and the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (c) which may rely upon such Officers' Certificate as to the Issuerabsence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) obligations of the Issuer has delivered irrevocable instructions Company to the Trustee under Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Indenture Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.12, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be required to give the notice of redemption make all payments and apply the deposited money toward the payment of the Notes at maturity deliveries required by such Sections or the Redemption DateArticles, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion irrespective of Counsel to the Trustee stating that all conditions precedent to any prior satisfaction and discharge until the Notes have been satisfiedpaid in full.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason whether at the Maturity Date, upon acceleration, with respect to any Fundamental Change Purchase Date, upon determination of the mailing of a notice of redemption or otherwise or will become due and payable within one year Settlement Amount and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on such date; (b) the Defeasor and Company has paid or caused to be paid all other sums payable hereunder by the Parent must deliver Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06 and, if money shall have been deposited with the Trustee pursuant to Section 12.01(a)(ii), the obligations of the Trustee under Section 12.02 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article 4, Article 12, Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Section 2.14, Section 5.01, Section 5.05, Section 5.06 and Section 9.06 shall survive any discharge of this Indenture until such time as there are no Securities outstanding.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore cancelled, or (ii) all such Notes not theretofore cancelled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and/or (in the case of exchange) Common Stock sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, xxxxxx agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as Securities herein expressly provided for in for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Second Supplemental Indenture) as to all Notes issued hereunder when , when (a) either either (i) all Notes Securities theretofore authenticated and delivered (other than Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and Notes for whose payment U.S. dollars has been deposited as provided in trust and thereafter repaid to Section 3.6 of the Issuer, Base Indenture) have been delivered to the Trustee for cancellation; or or (ii) all Notes such Securities not theretofore delivered to the Trustee for cancellation have become due and payable by reason of whether at the mailing of a notice of redemption Maturity Date, upon acceleration, with respect to any Fundamental Change Purchase Date or Convertible Offering Fundamental Change Purchase Date (as applicable), upon conversion or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited Company deposits with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, Paying Agent or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption DateConversion Agent, as the case may be. In addition, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 3.6 of the Defeasor and Base Indenture) on such date; (b) the Parent must deliver Company has paid or caused to be paid all other sums payable hereunder by the Company; (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Second Supplemental Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Second Supplemental Indenture, the obligations of the Company to the Trustee under Section 6.7 of the Base Indenture and, if money shall have been deposited with the Trustee pursuant to Section 10.01(a)(ii), the obligations of the Trustee under Section 10.02 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Section 3.6, Section 3.7, Section 6.7 and Section 10.2 of the Base Indenture and Section 2.04, Section 2.06, Section 2.08, Section 5.01, Section 5.03, and Article 4 and Article 10 of this Second Supplemental Indenture, shall survive any discharge of this Second Supplemental Indenture until such time as there are no Securities outstanding.