Common use of Satisfaction and Discharge Clause in Contracts

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may 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 Issuer, and the Issuer Company or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, Securities or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (A) the Company has paid or caused to be paid all sums payable by it under this Indenture; and (B) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02, Section 7.07 and Section 8.06 shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect effect, except as to surviving rights of registration of transfer or exchange of the Notes, as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (i) all Notes theretofore that have been previously authenticated and delivered, delivered (except lost, stolen or destroyed Notes that have been replaced or paid paid, and Notes for whose payment money has theretofore previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid to the Company or discharged from the trust, ) have been delivered to the Trustee for cancellation; or (bii) (iA) all Notes that have not theretofore been previously delivered to the Trustee for cancellation cancellation, have become due and payable by reason of the making of one or more notices of redemption or otherwisetheir terms, will become due and payable at their Stated Maturity within one year year, have been called for redemption, or may 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, name and at the expense, expense of the IssuerCompany, and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will shall be sufficient (without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation or redemption for principal, premium, if any, and accrued interest on the Notes to the date of maturity deposit, in the case of Notes that have become due and payable, or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (AB) upon any redemption that requires the Company has paid all other sums payable by the Company with respect to the Notes under this Indenture; and (C) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Applicable PremiumNotes at Stated Maturity or on the redemption date, as the amount deposited will case may be. In the case of either clause (i) or (ii): (b) no Default or Event of Default shall have occurred and be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the notice of redemption, with any Applicable Premium Deficit only required to be deposited with Company is a party or by which the Trustee on or prior to Company is bound; and (c) the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate Company shall have delivered to the Trustee simultaneously with an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent relating to the deposit satisfaction and discharge of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;this Indenture have been satisfied.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (Indenture with respect to the Notes) Notes shall be discharged and shall cease to be of further effect as to all Notes, the Notes (other than certain rights of the Trustee and the Issuers’ obligations with respect thereto) when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer or the Co-Issuer has or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose which provision for payment money has theretofore was previously made and thereafter the funds have been deposited in trust, released to the Company) have been delivered to the Trustee for cancellation; or (b) (i2) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices of redemption or otherwisepayable, (ii) will become due and payable at their Stated Maturity within one year or may (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, expense of the Issuer, and Company; (b) the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersTrustee, cash money in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) the Company has paid or caused to be paid all other sums payable by the Company under this Indenture; and (d) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (a), (b) and (c) in this Section 11.1). Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Registrar pursuant to clause (b) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore cancelled or delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore cancelled or delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when eitherwhen: (a) either: (i) all Notes theretofore authenticated and deliveredthat have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (iii) all Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making mailing or delivery of one or more notices a notice of redemption or otherwise, otherwise or will become due and payable by reason of the mailing or delivery of a notice of redemption or otherwise within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollarnon-denominated callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient (without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for of principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (b) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; (c) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and (d) the Issuer has delivered an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and ; (b) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or Redemption Date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit Redemption Date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (d) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (e) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the Redemption Date, as the case may be. In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee and Collateral Agent in Section 7.7 and Section 12.7(z) hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when eitherwhen: (a) either: (i) all Notes theretofore authenticated and deliveredthat have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (iii) all Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making mailing or delivery of one or more notices a notice of redemption or otherwise, otherwise or will become due and payable by reason of the mailing or delivery of a notice of redemption or otherwise within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollarnon-denominated callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient (without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for of principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (b) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; (c) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and (d) the Issuer has delivered an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Notes (except for certain surviving rights of the Trustee and the Issuer’s obligations in connection therewith) when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee Registrar for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee Registrar for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. United States dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee Registrar for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption and (B) date; provided further that any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when when: (1) either: (a) all Notes theretofore that have been authenticated and deliveredand, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trusttrust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (b) (i) all Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making mailing of one or more notices a notice of redemption or otherwise, otherwise or will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollarnon-denominated callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness (including all principal, premium and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest cancellation; (2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (3) the Issuer has delivered irrevocable instructions to the date of maturity or redemption; provided, (A) upon any redemption that requires Trustee under this Indenture to apply the deposited money toward the payment of the Applicable PremiumNotes at maturity or on the redemption date, as the case may be. In addition, the amount deposited will be sufficient for purposes Issuer must deliver an Officers’ Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture to the extent that an amount is Indenture, if money has been deposited with the Trustee equal pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture or to relieve the Issuer from its obligations with respect to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Notes under Article 2 and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Section 4.02 hereof.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and ; (b) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (d) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (e) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee in Section 7.7 hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes and certain rights of the Trustee) as to all NotesNotes issued hereunder, when when: (1) either: (a) all Notes theretofore the existing authenticated and delivered, delivered Notes (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory (including by way of irrevocable written instructions delivered by the Issuer to the Trustee for to effect the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerNotes), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of such Notes, cash funds in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes such notes not theretofore already 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 written instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; providedand (3) the Issuer has, (A) upon any redemption its request for written acknowledgment of such satisfaction and discharge of this Indenture, delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that requires all conditions precedent under this Indenture relating to the payment of the Applicable Premium, the amount deposited will be sufficient for purposes satisfaction and discharge of this Indenture to have been complied with. Notwithstanding the extent that an amount is satisfaction and discharge of this Indenture, if money has been deposited with the Trustee equal pursuant to subclause (b) of clause (1) of this Section 11.01, the Applicable Premium calculated as provisions of the date of the notice of redemptionSection 11.02 and 8.06 hereof will survive. In addition, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit nothing in this Section 11.01 will be set forth in an Officer’s Certificate delivered deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the Trustee simultaneously with the deposit satisfaction and discharge of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;this Indenture.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, Notes when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making giving of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer or the Co-Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (Indenture will be discharged with respect to the Notes) shall be discharged Notes and shall will cease to be of further effect (except as to surviving rights of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Notes, when outstanding Notes under this Indenture when: (1) either: (a) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee for cancellation; or (b) (i) all the Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in or non-callable U.S. dollars, U.S. dollar-denominated Government Securities, Obligations or a combination thereof, thereof in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on such Notes to the date of deposit (in the case of Notes that have become due and payable), redemption or their Stated Maturity, as applicable, together with irrevocable instructions from the Issuer or such Guarantor directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Issuer or any Guarantor has paid all other sums payable under such Indenture in respect of such Notes by the Issuer; provided, and (A3) upon any redemption the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that requires all conditions precedent under such Indenture relating to the payment satisfaction and discharge of such Indenture in respect of such Notes have been complied with. Notwithstanding the Applicable Premium, the amount deposited will be sufficient for purposes satisfaction and discharge of this Indenture to the extent that an amount is Indenture, if money has been deposited with the Trustee equal pursuant to sub-clause (b) of clause (1) of this Section 11.01, the Applicable Premium calculated as provisions of Sections 11.02 and 8.06 shall survive. In addition, nothing in this Section 11.01 shall be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the date satisfaction and discharge of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;this Indenture.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all Notes issued hereunder (except as to rights of registration of transfer or exchange of Notes), when when: (1) either: (aA) all Notes theretofore authenticated and deliveredthat have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company or discharged from such trust, have been cancelled or delivered to the Trustee for cancellation; or (b) (iB) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable at final maturity or by reason of the making delivery of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may will be called for redemption redeemed within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name, name and at the expense, expense of the Issuer, Company and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsdollars in an amount, U.S. dollarnon-denominated callable Government Securities, the scheduled payments of principal of and interest thereon will be in an amount, or a combination thereofthereof in amounts, in such amounts as will be sufficient (in case Government Securities have been deposited, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, and accrued interest interest, if any, on, the Notes to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (2) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (3) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3)). Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. Upon satisfaction of the conditions set forth herein and upon written request of the Company, the Trustee shall acknowledge in writing the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Notes when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption and (B) any date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all the Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (ia) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may are to be called for redemption and redeemed 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Notes (except for certain surviving rights of the Trustee and the Issuer’s obligations with respect thereto) when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. United States dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption and (B) date; provided further that any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Notes when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee Registrar for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee Registrar for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. United States dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee Registrar for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption and (B) date; provided further that any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect (and any Collateral then securing the Notes or any Subsidiary Guarantees shall be released) as to all Notes, when when: (1) either: (aA) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced pursuant to Section 2.04 or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from trust, have been delivered to the Trustee for cancellation; or (b) (iB) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, (ii) will become due and payable within one year or may (iii) have been called for redemption or 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 Issuer, and the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) the Issuer or any Subsidiary Guarantor has paid or caused to be paid all sums then due and payable under this Indenture; provided, and (A3) upon any redemption that requires the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Applicable PremiumNotes at maturity or the redemption date, as the amount deposited will be sufficient for purposes case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to the extent Notes on demand of the Issuer (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that an amount is all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee equal pursuant to clause (1)(B) of this Section 12.01, the Applicable Premium calculated as provisions of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Section 12.02 and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Section 8.06 shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all the Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may are to be called for redemption and redeemed 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 IssuerIssuers, and the Issuer Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) , in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge the entire indebtedness on the of Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; provided, and (Aiii) upon any redemption that requires the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of Notes at maturity or the Applicable Premiumredemption date, as the case may be. In addition, the amount deposited will be sufficient for purposes Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture to the extent that an amount is Indenture, if money shall have been deposited with the Trustee equal pursuant to subclause (A) of clause (2) of this Section 11.01, the Applicable Premium calculated as provisions of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Section 11.02 and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Section 8.06 hereof shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, trust or segregated and held in trust by the Company and thereafter repaid to the Company as provided for hereunder) have been delivered to the Trustee Registrar for cancellation; and (i) the Company has paid all sums payable under this Indenture by the Company, and (ii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; or (b2) (i) the Company shall have given notice of redemption of all of the Notes, all of the Notes not theretofore delivered to the Trustee for cancellation shall have otherwise become due and payable by reason or all of the making of one or more notices of redemption or otherwise, Notes will become due and payable within one year payable, or may be called for redemption redemption, within one year under arrangements satisfactory to year, and (i) the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds or another trustee funds, in trust solely for the benefit of the Holders, cash in U.S. dollarslegal tender, U.S. dollar-denominated Government Securities, Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, premium, if any, and accrued interest together with irrevocable instructions from the Company directing the Trustee to apply such funds to the date of payment thereof at maturity or redemption, as the case may be; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (ii) the Company has paid all other sums payable under this Indenture; and (iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (i) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

Satisfaction and Discharge. This Indenture, the Notes Security Documents Indenture and the Intercreditor Agreements (with respect to the Notes) Debentures shall be discharged and this Indenture shall cease to be of further effect as to all NotesDebentures issued thereunder, when when: (1) either: (a) all Notes theretofore authenticated and deliveredthe Debentures that have been authenticated, except lost, stolen or destroyed Notes Debentures that have been replaced or paid and Notes Debentures for whose payment money has theretofore been deposited in trusttrust and thereafter repaid to the Issuer, have been delivered to the Trustee Debenture Trustees for cancellation; or (b) (i) all Notes the Debentures that have not theretofore been delivered to the Trustee Debenture Trustees for cancellation have become due and payable by reason of the making mailing of one or more notices a notice of redemption or otherwise, will otherwise or shall become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Debenture Trustees as trust funds in trust solely for the benefit of the HoldersHolders of the Debentures, cash in U.S. Canadian dollars, U.S. dollarnon-denominated Government Securitiescallable Canadian government securities, or a combination thereofof any of the foregoing, in such amounts as will shall be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the Notes Debentures not theretofore delivered to the Trustee Debenture Trustees for cancellation for principalprincipal of, or interest and premium, if any, on, such outstanding Debentures on the Stated Maturity thereof or the applicable redemption date; (2) no Default or Event of Default has occurred and accrued interest to is continuing on the date of maturity the deposit (other than a Default or redemptionEvent of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing) and the deposit shall 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; (3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; provided, and (A4) upon any redemption that requires the Issuer has delivered irrevocable instructions to the Debenture Trustees under this Indenture to apply the deposited money toward the payment of the Applicable PremiumDebentures at the Stated Maturity or on the redemption date, as the case may be. In addition, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will be set forth in Issuer must deliver an Officer’s Certificate delivered and an opinion of counsel to the Trustee simultaneously with the deposit of such Applicable Premium Deficit Debenture Trustees stating that confirms that such Applicable Premium Deficit will be applied toward such redemption;all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and Company; (b) the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or Redemption Date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Redemption Date, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit Redemption Date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (d) the Company or any Guarantor has paid or caused to be paid all sums payable by the Company under this Indenture; and (e) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money in U.S. dollars toward the payment of such Notes issued hereunder at maturity or the Redemption Date, as the case may be. In addition, the Company shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligation to the Trustee in Section 7.7 and, if money in U.S. dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i1) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may 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 Issuer, Company and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, Securities or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any applicable Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (2) the Company has paid or caused to be paid all sums payable by it under this Indenture (including without limitation to every Guarantor with the resulting effect that no Guarantor remains subrogated to the rights of the Holders against the Company pursuant to Section 10.04); and (3) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to Section 11.01(b)(1), the provisions of Section 11.02 and Section 8.06 shall survive.

Satisfaction and Discharge. This Indenture, Indenture (including the Notes Security Documents and the Intercreditor Agreements (with respect to the NotesNote Guarantees) shall will be discharged and shall the Indenture will cease to be of further effect as to all NotesNotes and Note Guarantees issued hereunder, when when: (1) either: (a) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, ) have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year (or may 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 Issueryear), and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid all other sums payable under this Indenture by the Company; providedand (3) the Company, (A) upon request for written acknowledgement of such satisfaction and discharge, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. In the case of satisfaction and discharge, upon any redemption that requires the payment of the Applicable Premium, the amount deposited will with the Trustee shall be sufficient for purposes of subclause (b) of clause (1) of this Indenture Section 11.01 to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of three Business Days prior to the date of the notice of redemptionsuch deposit, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, Issuers and the Issuer Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, Notes when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer, the Co-Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, Notes when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. (a) This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all Notes, outstanding Notes when either: : (ai) all Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee for cancellation; or or (b) (iii) all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the making of one or more notices of redemption or otherwisepayable, (b) will become due and payable at their Stated Maturity within one year or may (c) if redeemable at the option of the Issuer, 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated dollar Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Dollar-denominated Government Obligations have been so deposited) without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premium, if any, and accrued interest 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, as the case may be; (b) the Issuer, Holdings, Intermediate Holdings and/or the Note Guarantors have paid or caused to be paid all other sums payable under this Indenture; provided, and (Ac) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture Issuer has delivered to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the Trustee simultaneously with satisfaction and discharge of this Indenture have been complied with. Upon discharge of this Indenture, the deposit Collateral Documents and the Intercreditor Agreements will automatically terminate and cease to be of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit further effect and all Liens on the Collateral granted under the Collateral Documents will be applied toward such redemption;released.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, trust or segregated and held in trust by the Company and thereafter repaid to the Company as provided for hereunder) have been delivered to the Trustee Registrar for cancellation; and (i) the Company has paid all sums payable under this Indenture by the Company, and (ii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; or (b) (i) the Company shall have given notice of redemption of all of the Notes, all of the Notes not theretofore delivered to the Trustee for cancellation shall have otherwise become due and payable by reason or all of the making of one or more notices of redemption or otherwise, Notes will become due and payable within one year payable, or may be called for redemption redemption, within one year under arrangements satisfactory to year, and (i) the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds or another trustee funds, in trust solely for the benefit of the Holders, cash in U.S. dollarslegal tender, U.S. dollar-denominated Government Securities, Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, premium, if any, and accrued interest together with irrevocable instructions from the Company directing the Trustee to apply such funds to the date of payment thereof at maturity or redemption, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (ii) the Company has paid all other sums payable under this Indenture; and (iii) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (i) of clause (b) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect (except as to surviving rights of transfer or exchange of the Notes and rights of the Trustee, as expressly provided for in this Indenture) as to all NotesNotes issued hereunder, when eitherand the Liens on the Collateral securing the Notes and the Note Guarantees will be released, when: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and Issuers; (b) the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Agreement or any other material agreement or instrument (other than this Indenture) to which any Issuer or Guarantor is a party or by which any Issuer or Guarantor is bound; (d) the Issuers have paid or caused to be paid all sums payable by the Issuers under this Indenture; and (e) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Issuers shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Issuers’ obligations to the Trustee in Section 7.7 hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. (a) This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trustpaid, have been delivered to the Trustee for cancellation; or (b) (i2) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) ), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, provided that (Ai) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (Bii) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption; (A) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and (B) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. (b) In addition, the Issuers shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes and Note Guarantees issued hereunder (subject to those provisions hereof that by their express terms shall survive), when when: (1) either: (aA) all Notes theretofore authenticated and deliveredthat have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, trust have been delivered to the Trustee for cancellation; or (b) (iB) all Notes that have not theretofore been delivered to the Trustee for cancellation (i) have become due and payable by reason of the making provision of one or more notices a notice of redemption or otherwise, (ii) will become due and payable within one year or may (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 redemption, and, in the nameeach case, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollarnon-denominated callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of deposit with the notice of redemptionTrustee, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (2) 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 any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied substantially concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Issuer has or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture (subject to the proviso in clause (1)(B) above with respect to deposit of the Applicable Premium); and (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. The Collateral will be released from the Lien securing the Notes, as provided in Section 10.01, upon a satisfaction and discharge of this Indenture in accordance with the provisions of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to clause (1)(B) above, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This IndentureIn addition to the Company’s rights under Section 8.01, the Notes Security Documents Company may terminate all of its and the Intercreditor Agreements Issuer’s obligations under this Indenture and the obligations of the Guarantors under the Note Guarantees (with respect subject to the NotesSection 8.03) shall be discharged and shall cease to be of further effect as to all Notes, when eitherwhen: (1) Either (a) all Notes theretofore authenticated and delivereddelivered (other than Notes which have been destroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.08 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee for cancellation; or or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation (except lost, stolen or destroyed Notes which have been replaced or paid) have (i) become due and payable by reason of the making of one or more notices of redemption or otherwisepayable, (ii) will become due and payable at their stated maturity within one year or may (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 IssuerTrustee, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, (A) upon that in connection with any proposed redemption of the Notes that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an the amount deposited is deposited with the Trustee equal to calculated using the Applicable Premium calculated determined as of the date of the notice of redemptionsatisfaction and discharge, with any deficit in respect of the Applicable Premium Deficit when it is actually determined only required to be deposited with the Trustee on or prior to the date of redemption and the redemption; (B2) any Applicable Premium Deficit will the Issuer and/or the Guarantors have paid or caused to be set forth in paid all other sums payable under this Indenture; (3) there exists no Default or Event of Default under this Indenture; (4) the Company has delivered to the Trustee an Officer’s Certificate delivered and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with; and (5) the Company shall have paid all amounts owing to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;pursuant to Section 7.07.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Notes, outstanding Notes of any series when either: (i) either (a) all the Notes of such series theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, ) have been delivered to the Trustee or Registrar and Paying Agent for cancellation; or cancellation or (b) (i) all Notes of such series not theretofore delivered to the Trustee or Registrar and Paying Agent for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year year, whether at maturity or may be called for on a redemption within one year under arrangements satisfactory date, pursuant to the Trustee for the giving of notice of an irrevocable redemption by the Trustee in the name, and at the expense, of the Issuernotice, and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust or Registrar and Paying Agent funds or U.S. Government Obligations in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee or Registrar and Paying Agent for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on the Notes of such series to the date of deposit together with irrevocable instructions from the Company directing the Trustee or Registrar and Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, (Aii) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of Company has paid all other sums due and payable under this Indenture by the Company; and (iii) the Company has delivered to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Registrar and (B) any Applicable Premium Deficit will be set forth in Paying Agent an Officer’s Certificate delivered and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the Trustee simultaneously with the deposit satisfaction and discharge of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;this Indenture have been complied with.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all the Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may are to be called for redemption and redeemed 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 IssuerIssuers, and the any Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) , in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay and discharge the entire indebtedness on the of Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; provided, and (Aiii) upon any redemption that requires the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of Notes at maturity or the Applicable PremiumRedemption Date, as the case may be. In addition, the amount deposited will be sufficient for purposes Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture to the extent that an amount is Indenture, if money shall have been deposited with the Trustee equal pursuant to subclause (A) of clause (2) of this Section 11.01, the Applicable Premium calculated as provisions of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Section 11.02 and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Section 8.06 hereof shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will shall be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemptionredemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deficit is in fact paid);

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (ia) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer or the Co-Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) ), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, provided that (Ai) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (Bii) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may 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 Issuer, Issuer and the Issuer or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the Redemption Date (any such amount, the “Applicable Premium Deficit Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may 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 Issuer, and the Issuer Company or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, Securities or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (c) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (d) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and ; (b) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or Redemption Date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit Redemption Date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (d) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (e) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the Redemption Date, as the case may be. In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee and Collateral Agent in Section 7.7 and Section 12.7(z) hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore cancelled or delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore cancelled or delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and Redemption Date (B) it being understood that any discharge shall be subject to the condition subsequent that such deficit is in fact paid). Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, Notes when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (ii) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (iii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture with respect to the Notes; and (iv) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (b)(i), (ii), (iii) and (iv) above. Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Section 7.06 shall survive and if money shall have been deposited with the Trustee pursuant to clause (b)(i) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

Satisfaction and Discharge. This Indenture, Indenture and the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) ), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee will be sufficient for purposes of this Indenture to the extent that an such amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid. Any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and ; (b) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (d) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (e) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee in ‎Section 7.7 hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)‎(2) of this ‎Section 11.1, the provisions of Sections ‎11.2 and ‎8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsEuro, U.S. dollar-denominated Euro Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (Indenture with respect to the Notes) Notes shall be discharged and shall cease to be of further effect as to all Notes, a Series of Notes (other than certain rights of the Trustee and the Issuers’ obligations with respect thereto) when either: (a) all Notes of such Series theretofore authenticated and delivered, except lost, stolen or destroyed Notes that of such Series which have been replaced or paid and Notes of such Series for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes of such Series not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer or the Co-Issuer has or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes of such Series, cash in U.S. dollars, U.S. dollarGovernment Securities, or a combination thereof, in the case of the Dollar Notes, and cash in euro, euro-denominated Government Securities, or a combination thereof, in the case of the Euro Notes, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes of such Series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable PremiumPremium with respect to such Series, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes and certain rights of the Trustee and the obligations of the Issuer and the Guarantors in connection therewith) as to all NotesNotes issued hereunder, when when: (1) either: (a) all Notes theretofore the existing authenticated and delivered, delivered Notes (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee for cancellation; or or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory (including by way of irrevocable written instructions delivered by the Issuer to the Trustee for to effect the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerNotes), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of such Notes, cash funds in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the such Notes not theretofore already 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 written instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided(2) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (3) the Issuer has, (A) upon any redemption its request for written acknowledgment of such satisfaction and discharge of this Indenture, delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that requires all conditions precedent under this Indenture relating to the payment of the Applicable Premium, the amount deposited will be sufficient for purposes satisfaction and discharge of this Indenture to have been complied with. Notwithstanding the extent that an amount is satisfaction and discharge of this Indenture, Section 7.07 will survive and if money has been deposited with the Trustee equal pursuant to subclause (b) of clause (1) of this Section 11.01, the Applicable Premium calculated as provisions of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Section 11.02 and (B) any Applicable Premium Deficit 8.06 hereof will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents Indenture and the Intercreditor Agreements (with respect to the Notes) related Guarantees shall be discharged dis- charged and shall cease to be of further effect as to all NotesNotes (other than certain rights of the Trustee and the Issuers’ obligations with respect thereto, as provided below) when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become be- come due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become be- come due and payable within one year or may 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 IssuerIssuers, and the Issuer Issuers have or any Guarantor has irrevocably irrevoca- xxx deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit bene- fit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination combina- tion thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemptionredemp- tion; provided, (A) provided that upon any redemption that requires the payment of the Applicable PremiumPremium with respect to such Notes, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated calcu- lated as of the date of the notice of redemption, with any Applicable Premium Deficit only required re- quired to be deposited with the Trustee on or prior to the date of such redemption and (B) any including a Re- demption Date, if applicable). Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemptionredemp- tion;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (Indenture with respect to the Notes) Notes shall be discharged and shall cease to be of further effect as to all Notes, Notes when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee or applicable registrar for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated by the Issuer for this purpose) as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee or applicable registrar for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee (or such other entity designated by the Issuer for this purpose) equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee (or such other entity designated by the Issuer for this purpose) on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least one Business Day prior to the date of the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all the Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (ia) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may are to be called for redemption and redeemed 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will shall be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all NotesNotes (other than certain rights of the Trustee, Notes Collateral Agent and the Issuer’s obligations with respect thereto) when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer, the Co-Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit Redemption Date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Notes, outstanding Notes when either: (i) either (a) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee or Registrar and Paying Agent for cancellation; or cancellation or (b) (i) all Notes not theretofore delivered to the Trustee or Registrar and Paying Agent for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year year, whether at maturity or may be called for on a redemption within one year under arrangements satisfactory date, pursuant to the Trustee for the giving of notice of an irrevocable optional redemption by the Trustee in the name, and at the expense, of the Issuernotice, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust or Registrar and Paying Agent funds or U.S. Government Obligations in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee or Registrar and Paying Agent 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 or Registrar and Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, (Aii) upon the Issuer has paid all other sums due and payable under this Indenture by the Issuer; and (iii) the Issuer has delivered to the Trustee or Registrar and Paying Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided that in a discharge in connection with any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (the “Applicable Premium Deficit Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption and (B) any the redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;. The Trustee’s rights shall survive termination of this Indenture. In addition, the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Notes when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee Registrar for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee Registrar for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarseuro, U.S. dollar-denominated European Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee Registrar for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption and (B) date; provided further that any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notesthe Notes (except for certain rights of the Trustee and the Issuer’s obligations in connection therewith that expressly survive), when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (ia) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may are to be called for redemption and redeemed 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be 129 deposited with the Trustee on or prior to the date of redemption and (B) any applicable Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all of the Notes issued hereunder (other than the Issuer’s obligations to register the transfer or exchange of Notes; to replace stolen, when lost or mutilated Notes; to maintain paying agencies; and to hold money for payment in trust) when: (1) either: (a) all Notes theretofore authenticated and deliveredthat have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trusttrust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (b) (i) all Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making mailing of one or more notices a notice of redemption or otherwise, otherwise or will become due and payable within one year or may 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, expense of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and Government Obligations, in such amounts as will be sufficient (without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided; (2) the Issuer has paid or caused to be paid all sums payable by it under this Indenture in respect of the Notes; (3) in the event of a deposit as provided in clause 1(b) above, (A) upon any redemption that requires the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Applicable PremiumNotes at maturity or the Redemption Date, as the case may be; and (4) In addition, the amount deposited will be sufficient for purposes Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture to the extent that an amount is Indenture, if money shall have been deposited with the Trustee equal pursuant to subclause (b) of clause (1) of this Section 10.1, the Applicable Premium calculated as provisions of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Section 10.2 and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Section 8.6 shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in this Article 11), when eitherand the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture, when: (a) either: (1) all Notes theretofore authenticated and deliveredthat have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trusttrust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (b) (i2) all Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, or otherwise and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollarnon-denominated callable Government Securities, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity Stated Maturity or redemption; (b) the Issuer has paid or caused to be paid all other sums payable by the Issuer under this Indenture; providedand (c) if applicable, (A) upon any redemption that requires the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Applicable PremiumNotes at Stated Maturity or on the redemption date, as the case may be. In addition, the amount deposited will be sufficient for purposes Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture to the extent that an amount is Indenture, if money or Government Securities have been deposited with the Trustee equal pursuant to subclause (2) of clause (a) of this Section 11.01, the Applicable Premium calculated as provisions of the date of the notice of redemptionSections 11.02 and 8.06 will survive. In addition, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit nothing in this Section 11.01 will be set forth in an Officer’s Certificate delivered deemed to discharge those provisions of Section 7.07, that, by their terms, survive the Trustee simultaneously with the deposit satisfaction and discharge of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;this Indenture.

Satisfaction and Discharge. This Indenture, Indenture and the Notes Security Collateral Documents and the Intercreditor Agreements (with respect to the Notes) shall will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherNotes and the Guarantees and the Liens on the Collateral securing the Notes will be released when: (a) either: (1) all the Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and Company; (b) the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Trustee, the Secured Notes Collateral Agent and the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Company; (c) the Company has paid or caused to be paid all sums payable by the Company under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Company shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to clauses (a) and (b)). Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligations to the Trustee in Section 7.6 hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, outstanding Notes of a series when either: (a) all Notes of such series theretofore authenticated and delivered, except lost, stolen or destroyed Notes that of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 IssuerIssuers, and the Issuer Issuers have or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes of such series cash in U.S. dollars, U.S. dollar-denominated U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable PremiumPremium with respect to such series of Notes, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the such Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemptionredemption of the applicable series of Notes;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Note Purchase Agreement shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee Issuer for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee Issuer for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issueryear, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Paying Agent as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee Issuer for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture Note Purchase Agreement to the extent that an amount is deposited with the Trustee Paying Agent equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee Paying Agent on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee Paying Agent simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (ii) no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Note Purchase Agreement or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities or any other material agreement or instrument (other than this Note Purchase Agreement) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (iii) the Issuer has paid or caused to be paid all sums payable by it under this Note Purchase Agreement; and (iv) the Issuer has delivered irrevocable instructions to the Paying Agent to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. Notwithstanding the satisfaction and discharge of this Note Purchase Agreement, if money shall have been deposited with the Paying Agent pursuant to subclause (i) of clause (b) of this Section 16.01, the provisions of Section 16.02 and Section 12.06 hereof shall survive such satisfaction and discharge.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and ; (b) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two (2) Business Days prior to the deposit of such Applicable Premium Deficit redemption date that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (d) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (e) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee and Notes Collateral Agent in Section 7.7 hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, and the Liens, if any, on the Collateral securing the Notes will be released (except as to surviving rights of transfer or exchange of the Notes and the rights of the Trustee and the Notes Collateral Agent, as expressly provided for in this Indenture), when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trusttrust or released, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, Issuer and the Issuer or any Guarantor has irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash money in U.S. dollarsDollars, U.S. dollar-denominated Government Securities, Securities or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This IndentureIndenture will be discharged, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall be discharged and shall will cease to be of further effect as to all Notes and all Note Guarantees (except as to surviving rights, powers, trust, duties, immunities and indemnities of the Trustee and any agent hereunder and the obligations of the Company and the Guarantors in connection therewith or registration of transfer or exchange of the Notes, when eitherin each case, as expressly provided for in this Indenture), when: (a) either: (A) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or or (b) (iB)(i) all such Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable by reason of the making giving of one or more notices a notice of redemption or otherwise, otherwise or (y) will become due and payable within one year or may are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit (consisting of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, Securities or a combination thereof) in an amount sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in such amounts as will be sufficient (a written certification delivered to the Trustee, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest to the Stated Maturity or date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously with at least two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption, (ii) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or material instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; and (iii) the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; (b) the Company or any Guarantor has paid or caused to be paid all other sums then due and payable under this Indenture; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge have been complied with.

Satisfaction and Discharge. This IndentureSECTION 501 PAYMENT, the Notes Security Documents DISCHARGE AND DEFEASANCE OF BONDS. Bonds will be deemed to be paid and the Intercreditor Agreements (with respect to the Notes) shall be discharged and shall no longer Outstanding under this Indenture and will cease to be entitled to any lien, benefit or security of further effect as to all Notes, when eitherthis Indenture if the Issuer shall pay or provide for the payment of such Bonds in any one or more of the following ways: (a) all Notes theretofore authenticated by paying or causing to be paid the principal of (including redemption premium, if any) and deliveredinterest on such Bonds, except lost, stolen or destroyed Notes that have been replaced or paid as and Notes for whose payment money has theretofore been deposited in trust, have been delivered when the same become due and payable; (b) by delivering such Bonds to the Trustee for cancellation; or (bc) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee depositing in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited trust with the Trustee as trust funds or other Paying Agent moneys and Defeasance Obligations in trust solely for an amount, together with the benefit of the Holdersincome or increment to accrue thereon, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) thereof, sufficient to pay or redeem (when redeemable) and discharge the entire indebtedness on such Bonds at or before their respective maturity or redemption dates (including the Notes not theretofore delivered to payment of the Trustee for cancellation for principalprincipal of, premium, if any, and accrued interest payable on such Bonds to the date of maturity or redemptionredemption date thereof); providedprovided that, (A) upon if any such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption that requires is given in accordance with the payment of the Applicable Premium, the amount deposited will be sufficient for purposes requirements of this Indenture or provision satisfactory to the extent Trustee is made for the giving of such notice. In any case, if the Bonds are rated by a Rating Service, the Bonds shall not be deemed to have been paid or discharged by reason of any deposit pursuant to paragraphs (a) and/or (c) above unless such Rating Service shall have confirmed in writing to the Trustee that an amount is its rating will not be withdrawn or lowered as the result of any such deposit. The foregoing notwithstanding, the liability of the Issuer in respect of such Bonds shall continue, but the Owners thereof shall thereafter be entitled to payment only out of the money and Defeasance Obligations deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be aforesaid. Moneys and Defeasance Obligations so deposited with the Trustee on or prior pursuant to this Section shall not be a part of the Trust Estate but shall constitute a separate trust fund for the benefit of the Persons entitled thereto. Such moneys and Defeasance Obligations shall be applied by the Trustee to the date of redemption and payment (Beither directly or through any Paying Agent, as the Trustee may determine) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money and Defeasance Obligations have been deposited with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Trustee.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, outstanding Notes of a series when either: (a) all Notes of such series theretofore authenticated and delivered, except lost, stolen or destroyed Notes that of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer has or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes of such series, cash in U.S. dollars, U.S. dollar-denominated U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable PremiumPremium with respect to such series of Notes, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the such Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemptionredemption of the applicable series of Notes;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes and the rights, powers, trusts, duties, immunities and indemnities of the Trustee and the obligations of the Company in connection therewith, as expressly provided for herein) as to all Outstanding Notes, when eitherand the Trustee, on written demand of and at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either: (i) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, ) have been delivered to the Trustee for cancellation; or (b) (iii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 Issueryear, and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, (A) cash in U.S. dollars, Dollars or (B) U.S. dollar-denominated Government Securities, Obligations or (C) a combination thereof, thereof in such amounts as shall be sufficient, without reinvestment (in the written opinion of a nationally recognized investment bank, appraisal firm or firm of independent accountants delivered to the Trustee; provided, however, that such written opinion will not be required if the Company has irrevocably deposited or caused to be deposited with the Trustee cash in U.S. dollars in an amount sufficient (without consideration of any reinvestment of interestreinvestment) to pay and discharge the entire indebtedness Debt 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 deposit (in the case of Notes that have become due and payable) or redemption; providedto the Stated Maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment; (Ab) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of Company has paid all other sums payable by it under this Indenture to and the extent that an amount is deposited with Notes; and (c) the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate Company has delivered to the Trustee simultaneously with an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the deposit satisfaction and discharge of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;this Indenture have been complied with.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except mutilated, lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, (ii) will become due and payable within one year or may (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, Issuer and the Issuer or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of (x) Dollar Notes, cash in U.S. dollars, U.S. dollar-denominated Government SecuritiesSecurities or a combination thereof, and (y) Euro Notes, cash in euros, Government Securities or a combination thereof, in each case, in such amounts (including scheduled payments thereon) as will be Table of Contents sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will otherwise or shall become due and payable within one year or may 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, expense of the Issuer, Issuer and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarslegal tender, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of maturity or redemption; (b) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer under this Indenture; provided, and (Ac) upon any redemption that requires the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Notes issued hereunder at maturity or the Applicable Premiumredemption date, as the case may be. In addition, the amount deposited will be sufficient for purposes Issuer shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture to the extent that an amount is Indenture, if money has been deposited with the Trustee equal pursuant to clause (a)(2) of this Section 11.1, the Applicable Premium calculated as provisions of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Section 11.2 and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;8.6 hereof shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notesthe Notes (except for certain rights of the Trustee and the Issuers’ obligations in connection therewith that expressly survive), when either: (a) a. all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (ia) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may are to be called for redemption and redeemed 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 IssuerIssuers, and the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any applicable Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with two Business Days prior to the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (b) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and (c) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (a) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (i) will become due and payable within one year at their Stated Maturity or may (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 Trustee, in the name, and at the expense, expense of the Issuer, and Issuer; (b) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemption; providedto the Stated Maturity or redemption date, (A) as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer; (c) the Company has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (d) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to clauses (a) and (b)). Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee in Section 7.6 hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (a)(2) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Guarantees and the Liens on the Collateral securing the Notes will be released, when either: (a1) all Notes theretofore authenticated and delivered, except mutilated, lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, (ii) will become due and payable within one year or may (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, Issuer and the Issuer or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of Notes, cash in U.S. dollarseuros, U.S. dollar-denominated Government Securities, Securities or a combination thereof, in each case, in such amounts (including scheduled payments thereon) as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:all (a) either: (i) all Notes theretofore authenticated and delivered, delivered (except lost, lost stolen or destroyed Notes that notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee for cancellation; or , or (b) (iii) all such Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, (B) will become due and payable within one year or may are to be called for redemption within one year or (C) if redeemable at the option of the Issuer, are to be called for redemption within one year (a “Discharge”) under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest to the date of maturity Stated Maturity or redemptionRedemption Date; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit deficit as of the Redemption Date only required to be deposited with the Trustee on or prior to the date Redemption Date; (b) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (c) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption and date, as the case may be; and (Bd) any Applicable Premium Deficit will be set forth in the Issuer has delivered to the Trustee an Officer’s Certificate delivered and an Opinion of Counsel, subject to customary assumptions and exclusions, to the Trustee simultaneously effect that all conditions precedent set forth in clauses (a)-(c) have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the deposit Trustee pursuant to Section 11.1(a), the provisions of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Section 12.1 and Section 8.6 hereof shall survive.

Satisfaction and Discharge. This IndentureExcept as otherwise provided in Section 12.02, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) this Indenture shall be discharged and shall cease to be of further effect as to all Notes and the Liens on the Collateral securing the Notes, this Indenture, and the Guarantees will terminate and be released, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i1) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may 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 Issuer, Issuers and the an Issuer or any Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, Securities or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any applicable Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (2) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and (3) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable within one year at their Stated Maturity or may (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 Issuer, and ; (b) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (d) the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and (e) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. In addition, the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee in Section 7.7 hereof and, if money in Dollars has been deposited with the Trustee pursuant to clause (b) of this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) ), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, provided that (Ai) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (Bii) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Notes, outstanding Notes when either: (i) either (a) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust, ) have been delivered to the Trustee for cancellation; or cancellation or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have (x) become due and payable by reason of the making of one payable, pursuant to an optional redemption notice or more notices of redemption otherwise or otherwise, (y) will become due and payable within one year or may 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 Issueryear, and the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on, the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated by BPR as of the date of the notice of redemption, with any deficit as of the redemption date (any such amount, the “Applicable Premium Deficit Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption and (B) date, with any Applicable Premium Deficit will to be set forth in an Officer’s Certificate officers’ certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;; (ii) the Issuers have paid all other sums payable under this Indenture by the Issuers; and (iii) the Issuers have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Notes when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption and (B) date; provided further that any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. (a) This Indenture, the Senior Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesSenior Notes of the applicable series issued hereunder, when when: (i) either: (aA) all Senior Notes theretofore of the applicable series that have been authenticated and delivered, except lost, stolen or destroyed Senior Notes that have been replaced or paid and Senior Notes for whose payment money has theretofore been deposited in trusttrust and thereafter repaid to the Issuer or discharged from such trust as provided for in this Senior Notes Indenture, have been delivered to the Trustee for cancellation; or (b) (iB) all Senior Notes of the applicable series that have not theretofore been delivered to the Trustee Principal Paying Agent for cancellation have become due and payable by reason of the making publication of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee Principal Paying Agent in the name, and at the expense, of the Issuer, Issuer or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated by the Trustee for this purpose) as trust funds in trust solely for the benefit of the Holdersholders, cash in U.S. dollarseuro, non-callable U.S. dollar-denominated Government Securities, Securities or a combination thereofof cash in U.S. dollar and non-callable euro-denominated Government Securities, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the Senior Notes of the applicable series not theretofore delivered to the Trustee Principal Paying Agent for cancellation for principal, premiumpremium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; (ii) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer and the Guarantors under this Senior Notes Indenture; provided, and (Aiii) upon any redemption that requires the Issuer has delivered irrevocable instructions to the Trustee under this Senior Notes Indenture to apply the deposited money toward the payment of the Applicable PremiumSenior Notes at maturity or on the redemption date, as the case may be. In addition, the amount deposited will be sufficient for purposes Issuer must deliver an Officer's Certificate and an opinion of independent counsel to the Trustee stating that all conditions precedent in this Senior Notes Indenture relating to satisfaction and discharge of this Senior Notes Indenture have been satisfied such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Senior Notes Indenture; provided that any such counsel may rely on any Officer's Certificate as to matters of fact (including as to compliance with the extent that an amount is Sections 11.01(a)(i) through 11.01(a)(iii) hereof). (b) Notwithstanding the satisfaction and discharge of this Senior Notes Indenture, if money has been deposited with the Trustee equal pursuant to Section 11.01(a)(i)(B) hereof, the Applicable Premium calculated as provisions of the date of the notice of redemptionSections 11.02 and 8.06 hereof will survive. In addition, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit nothing in this Section 11.01 will be set forth deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Senior Notes Indenture. (c) If requested in an writing by the Issuer in the Officer’s Certificate delivered to that accompanies any Satisfaction and Discharge deposit, the Trustee simultaneously with or Paying Agent may distribute any amounts deposited in trust to Holders of the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Senior Notes prior to maturity or the redemption date, as the case may be.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all Notes, when eitherwhen: (a) either: (A) all Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, ) have been delivered to the Trustee for cancellation; or , or (b) (iB) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices of redemption or otherwisepayable, (ii) will become due and payable within one year or may are to be called for redemption within one year or (iii) if redeemable at the option of the Issuer, are to be called for redemption within one year (a “Discharge”) under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holderseuro, cash in U.S. dollars, U.S. dollar-denominated Euro Government Securities, Obligations or a combination thereof, thereof in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Debt on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, interest and accrued interest Additional Amounts, if any, to the date of maturity Stated Maturity or redemptionRedemption Date; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of redemption the redemption; (b) the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer; (Bc) any Applicable Premium Deficit will be set forth in the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be; and (d) the Issuer has delivered to the Trustee an Officer’s Certificate delivered and Opinion of Counsel, each to the effect that all conditions precedent under this Indenture relating to the Discharge have been complied with. The Trustee simultaneously with shall acknowledge satisfaction and discharge of this Indenture on written demand of the deposit Issuer accompanied by an Officer’s Certificate and an Opinion of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Counsel at the cost and expense of the Issuer.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, Issuers and the Issuer Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all NotesNotes (other than the rights of the Trustee and the Issuer’s obligations with respect thereto), when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, Issuer and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all Notes, when eitherNotes when: (a) either: (i) all the Notes theretofore authenticated and delivered, delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, ) have been delivered to the Trustee for cancellation; or (b) (iii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making delivery of one or more notices a notice of redemption or otherwise, otherwise or will become due and payable within one year or may are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, name and at the expense, expense of the IssuerCompany, and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any and interest on (including Additional Interest, if any, and accrued interest ) on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (b) the Company or any Guarantor has paid all other sums payable under this Indenture by the Company; provided, and (Ac) upon any redemption the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that requires all conditions precedent under this Indenture relating to the payment of the Applicable Premium, the amount deposited will be sufficient for purposes satisfaction and discharge of this Indenture to have been complied with. Notwithstanding the extent that an amount is satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee equal pursuant to clause (a)(ii) of this Section 11.01, the Applicable Premium calculated as provisions of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption Section 11.02 and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;Section 8.06 hereof shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, the Notes when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee Registrar for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee Registrar for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarseuro, U.S. dollar-denominated European Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee Registrar for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee or an agent of the Trustee on or prior to the date of redemption and (B) date; provided further that any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore cancelled or delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore cancelled or delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and Redemption Date (B) it being understood that any discharge shall be subject to the condition subsequent that such deficit is in fact paid). Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (i) no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Existing Credit Agreement or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (ii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (iii) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (b)(i), (ii), (iii) and (iv) above. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (i) of clause (b) of this Section 13.01, the provisions of Section 13.02 and Section 8.07 hereof shall survive such satisfaction and discharge. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and the Guarantors under Section 7.07 shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated dollar‑denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) ), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited with the Trustee will be sufficient for purposes of this Indenture to the extent that an such amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption; provided further that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid. Any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously substantially concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will shall become due and payable within one year or may 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 Issuer, Issuer and the Issuer or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any redemption. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b2) (iA) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may 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 IssuerCompany, and the Issuer Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) ), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction and (B) discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any discharge of this Indenture. Any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, Notes when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (ii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (iii) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (b)(i), (ii) and (iii) above. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to clause (b)(i) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

Satisfaction and Discharge. This IndentureIndenture will be discharged, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall be discharged and shall will cease to be of further effect as to all NotesNotes issued thereunder, when when (a) either: (a1) all of the Notes theretofore authenticated and delivered, except delivered (other than lost, stolen or destroyed Notes that notes which have been replaced or paid and in accordance with this Indenture) or all Notes for whose payment money or Government Obligations or a combination thereof has theretofore been deposited in trust, trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust have been delivered to the Trustee for cancellation; or (b) (i2) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making giving of one or more notices a notice of redemption or otherwise, otherwise or (ii) will become due and payable at their Stated Maturity within one year or may are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of the notice of redemption by the Trustee in the name, and at the expense, of the Issuerredemption, and the Issuer or any Guarantor Company has (x) irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be dollars sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest (y) delivered irrevocable instructions to the date Trustee to apply the deposited money toward the payment of the Notes at maturity or redemptionthe redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of such date, with any deficit as of the date of the notice of redemption, with any Applicable Premium Deficit redemption only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will the redemption. Any such deficit shall be set forth in an Officer’s Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit deficit that confirms that such Applicable Premium Deficit will deficit shall be applied toward such redemption; (b) the Company and the Guarantors have paid or caused to be paid all other sums payable under this Indenture by the Company or the Guarantors; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that (i) all conditions precedent relating to the satisfaction and discharge have been complied with, (ii) no Default with respect to the Notes has occurred and is continuing and (iii) such deposit does not result in a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company is a party (other than a Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith).

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (We may terminate our obligations with respect to the Notes) shall be discharged and shall cease to be debt securities of further effect as to all Notes, when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been any series not previously delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee trustee for cancellation when those debt securities: · have become due and payable by reason of the making of one or more notices of redemption or otherwise, payable; · will become due and payable at their stated maturity within one year year; or may · are to be called for redemption within one year under arrangements satisfactory to the Trustee indenture trustee for the giving of notice of redemption redemption. We may terminate our obligations with respect to the debt securities of a series by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited depositing with the Trustee trustee, as trust funds in trust dedicated solely for the benefit of the Holdersthat purpose, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the Notes not theretofore delivered debt securities of that series. In that case, the applicable indenture will cease to be of further effect, and our obligations will be satisfied and discharged with respect to that series (except our obligations to pay all other amounts due under the indenture and to provide certain officers’ certificates and opinions of counsel to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) upon any redemption that requires the payment of the Applicable Premiumtrustee). At our expense, the amount deposited trustee will execute proper instruments acknowledging the satisfaction and discharge. Any trustee may be sufficient deemed to have a conflicting interest for purposes of this the Trust Indenture Act and may be required to resign as trustee if there is an event of default under the extent applicable indenture and, as more fully described in Section 310(b) of the Trust Indenture Act, one or more of the following occurs: · the trustee is a trustee under another indenture under which our securities are outstanding; · the trustee is a trustee for more than one outstanding series of debt securities under a single indenture; · we or our affiliates or underwriters hold certain threshold ownership beneficial ownership interest in the trustee; · the trustee holds certain threshold beneficial ownership interests in us or in securities of ours that are in default; · the trustee is one of our creditors; or · the trustee or one of its affiliates acts as an amount is deposited underwriter or agent for us. We may appoint an alternative trustee for any series of debt securities. The appointment of an alternative trustee would be described in the applicable prospectus supplement. We and our affiliates may engage in transactions with the Trustee equal to trustee and its affiliates in the Applicable Premium calculated as ordinary course of business. Each of the date indentures are, and the related senior debt securities and subordinated debt securities will be, governed by and construed under the internal laws of the notice State of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;New York.

Satisfaction and Discharge. SECTION 401. Satisfaction and Discharge of Indenture. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall upon Company Request cease to be of further effect with respect to any series of Notes specified in such Company Request (except as to all Notesany surviving rights of registration of transfer or exchange of Notes of such series herein expressly provided for and any right to receive Additional Amounts, when either:as provided in Section 1012), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when, (a1) either (A) all Notes of such series theretofore authenticated and delivered, except lost, stolen or destroyed delivered other than (i) Notes of such series that have been destroyed, lost or stolen and replaced or paid as provided in Section 306, and (ii) Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (b) (iB) all Notes of such series not theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable by reason of the making of one or more notices of redemption or otherwisepayable, or (ii) will become due and payable at their Stated Maturity within one year or may year, or (iii) are to be called for redemption at the option of the Company 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, expense of the IssuerCompany, and the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount of the Holdersmoney, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premiumprincipal and premium or Make-Whole Amount, if anyany and interest, and accrued interest to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemption; provided, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with Stated Maturity or Redemption Date, as the Trustee equal to case may be; (2) the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required Company has paid or caused to be deposited with paid all other sums payable hereunder by the Trustee on or prior to Company; and (3) the date of redemption and (B) any Applicable Premium Deficit will be set forth in an Officer’s Certificate Company has delivered to the Trustee simultaneously 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 as to such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the deposit Trustee pursuant to subclause (B) of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Senior Discount Indenture will be discharged and shall will cease to be of further effect as to all NotesSenior Discount Notes issued hereunder, when when: (1) either: (aA) all Senior Discount Notes theretofore authenticated and deliveredthat have been authenticated, except lost, stolen or destroyed Senior Discount Notes that have been replaced or paid and Senior Discount Notes for whose payment money has theretofore been deposited in trusttrust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) (iB) all Senior Discount Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable by reason of the making mailing of one or more notices a notice of redemption or otherwise, otherwise or will become due and payable within one year or may 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 Issuer, and the Issuer Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holdersholders, cash in U.S. dollars, U.S. dollarnon-denominated callable Government Securities, or a combination thereof, in such amounts as will be sufficient (sufficient, without consideration of any reinvestment of interest) , to pay and discharge the entire indebtedness Indebtedness on the Senior Discount Notes not theretofore delivered to the Trustee for cancellation for Accreted Value or principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) the Issuers have paid or caused to be paid all sums payable by them under this Senior Discount Indenture; providedand (3) in the event of a deposit as provided in clause (1)(B) above, (A) upon any redemption that requires the Issuers have delivered irrevocable instructions to the Trustee under this Senior Discount Indenture to apply the deposited money toward the payment of the Applicable PremiumSenior Discount Notes at maturity or on the redemption date, as the case may be. 109 In addition, the amount deposited will be sufficient for purposes Issuers 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. Notwithstanding the satisfaction and discharge of this Indenture to the extent that an amount is Senior Discount Indenture, if money has been deposited with the Trustee equal pursuant to this Section 12.01(1)(b), the Applicable Premium calculated as provisions of the date of the notice of redemptionSections 12.02 and 8.06 hereof will survive such satisfaction and discharge. In addition, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Applicable Premium Deficit nothing in this Section 12.01 will be set forth in an Officer’s Certificate delivered deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the Trustee simultaneously with the deposit satisfaction and discharge of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;this Senior Discount Indenture.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) shall Indenture will be discharged and shall will cease to be of further effect as to all NotesNotes issued hereunder, when eitherwhen: (a) either: (1) all Notes theretofore that have been authenticated and delivered, delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose which provision for payment money has theretofore was previously made and thereafter the funds have been deposited in trust, released to the Company) have been delivered to the Trustee for cancellation; or (b) (i2) all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of one or more notices of redemption or otherwisepayable, (ii) will become due and payable at their Stated Maturity within one year or may (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 expenseexpense of, of the Issuer, and Company; (b) the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersTrustee, cash money in U.S. dollars, U.S. dollar-denominated Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption redemption, and (B) any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (c) the Company has paid or caused to be paid all sums payable by the Company under this Indenture; and (d) the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on an Officer’s Certificate as to matters of fact (including compliance with clauses (a), (b) and (c) in this Section 12.1). Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Registrar pursuant to clause (b) of this Section 12.1, the provisions of Sections 11.2 and 8.6 hereof will survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, outstanding Notes of a series when either: (a) all Notes of such series theretofore authenticated and delivered, except lost, stolen or destroyed Notes that of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer has or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes of such series cash in U.S. dollars, U.S. dollar-denominated U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable PremiumPremium with respect to such series of Notes, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the such Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemptionredemption of the applicable series of Notes;

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notesthe Notes and the Guarantees (except for certain rights of the Trustee and the Issuer’s obligations in connection therewith that expressly survive), when either: (a1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (ia) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may are to be called for redemption and redeemed 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; providedprovided that, (A) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any applicable Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (b) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (a) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 shall survive.

Satisfaction and Discharge. This Indenture, the Notes Security Documents and the Intercreditor Agreements (with respect to the Notes) Indenture shall be discharged and shall cease to be of further effect as to all Notes, Notes when either: (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or (b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices a notice of redemption or otherwise, will become due and payable within one year or may 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 Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, Holders of the Notes cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, (A) provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (B) any Redemption Date. Any Applicable Premium Deficit will shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will shall be applied toward such redemption; (ii) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Secured Credit Facilities, the Existing Notes or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (iii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (iv) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (b)(i), (ii), (iii) and (iv) above. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to clause (b)(i) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.