Common use of Satisfaction and Discharge Clause in Contracts

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all a Series of Notes issued hereunder, when: (1a) either: (a1) all such Notes that 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, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the 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 HoldersHolders of such Notes, cash in U.S. dollars, non-callable 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 indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor guarantor, as applicable, is a party or by which the Company Company, or any Guarantor guarantor, as applicable, is bound; (3c) the Company or any Guarantor guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.0110.01, the provisions of Sections 12.02 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 10.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all outstanding Notes that have been authenticatedor will become due and payable at their scheduled maturity, 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, have been delivered to the Trustee for cancellationwithin one year; or (b) all outstanding Notes that have not been delivered to the Trustee are scheduled for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year year; and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, however, that the foregoing shall not discharge the Company’s obligation to effect conversion, registration of transfer or exchange of securities in accordance with the terms of this Indenture; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default Default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01Section, the provisions of Sections 12.02 Section 10.02 and 8.06 hereof will of Article 4 shall 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. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: and the Note Guarantees when (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose which payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will shall become due and payable within one year and the Company Issuer or any Subsidiary 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, dollars or non-callable 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; redemption (2) no Default or Event for the avoidance of Default has occurred and doubt, in the case of a discharge that occurs in connection with a redemption that is continuing to occur on a redemption date pursuant to Section 3.07(b), the amount to be deposited shall be the amount that, as of 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 , is reasonably deemed sufficient to make the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the redemption payment of the Notes at maturity or on the redemption date, in the good-faith determination of the Board of Directors of the Issuer pursuant to a resolution of the Board of Directors of the Issuer and as the case may be. In additionevidenced by an Officer’s Certificate, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge with any deficit in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease such redemption payment required to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant on or prior to subclause (b) of clause (1) of this Section 12.01, 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.redemption date);

Satisfaction and Discharge. This Indenture will shall be discharged and will 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 Notes issued hereunder, and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either: (ai) all Notes that have been authenticated, previously authenticated (except lost, stolen or destroyed Notes that have been replaced or 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, Company or discharged from the trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of the mailing or delivering electronically a making of a notice of redemption or otherwise or (B) will become due and payable within one year year, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Canadian dollars, non-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 on the Notes not previously delivered to the Trustee for cancellation for principal, premium, if any, Additional Amounts, and accrued interest on the Notes to (but excluding) the date of maturity deposit, in the case of Notes that have become due and payable, or redemptionto (but excluding) the Stated Maturity or redemption date, as the case may be; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and; (4) the Company has shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption datedate of redemption, as the case may be. In addition, ; and (5) the Company must deliver shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, 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 Indenturesatisfied.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0110.01, the provisions of Sections 12.02 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 10.01 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 Indenture will and the Collateral Documents shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have will become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company 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, cash in U.S. dollars, non-callable Government Securities, 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 on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of such deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company either Issuer or any Guarantor is a party or by which the Company either Issuer or any Guarantor is bound; (3c) the Company Issuers or any Guarantor has have paid or caused to be paid all sums payable by it the Issuers under this Indenture; and (4d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this IndentureIndenture , if money has been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 12.01 will shall be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or redemption(ii) have been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all such Notes; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this IndentureIndenture and the other Note Documents; and (4) 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 bematurity. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 12.0111.01, the provisions of Sections 12.02 11.02, 8.06 and 8.06 Article 14 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes Securities issued hereunder, when: (1) either: (aA) all Notes Securities that have been authenticated, except lost, stolen or destroyed Notes Securities that have been replaced or paid and Notes Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes Securities that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 indebtedness on the Notes Securities not delivered to the Trustee for cancellation for principal, premium, if any, principal and accrued interest to the date of maturity or redemptionMaturity; (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 the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes Securities at maturity or on the redemption date, as the case may beMaturity. In addition, the Company must deliver to the trustee (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee Certificate, stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (3) above have been satisfied. Upon satisfaction , and discharge (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent set forth in accordance clauses (2) and (3) above have been satisfied; provided that the Opinion of Counsel with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease respect to clause (2) above may be a party to the Collateral Agency and Intercreditor Agreement on behalf knowledge of the Holders and the Notes will cease to constitute First Lien Debt thereundersuch counsel. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderthereunder, when: (1a) eitherEither: (a1) all Notes that have been authenticated, 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, Issuers) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuers or any Subsidiary 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, non-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 delivered to the Trustee for cancellation for principal, premiuminterest, if any, and accrued interest the maximum amount payable as premium to the date of maturity or redemption; (2b) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either of the Company Issuers or any Subsidiary Guarantor is a party or by which either of the Company Issuers or any Subsidiary Guarantor is boundbound (other than, in each case, a Default or Event of Default, as applicable, occurring as a result of borrowing funds to be applied to make such deposit or granting Liens in connection therewith); (3c) the Company or any Issuers and each Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must The Issuers 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. Upon Notwithstanding the above, the Trustee shall pay to the Issuers from time to time upon the request of the Partnership any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge in accordance with under this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 IndentureArticle Twelve.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will shall 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticatedauthenticated 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 and thereafter repaid to the Companytrust, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the Company or any Guarantor expense of the Issuer; (b) the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, 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 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; (2c) no Default or Event of Default has (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 is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company an Issuer or any Guarantor is a party or by which the Company an Issuer or any Guarantor is bound; (3d) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it the Issuer under this Indenture; and (4e) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Notes issued hereunder at maturity or on the redemption date, as the case may be. In addition, the Company must Issuer shall deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 12.0111.1, the provisions of Sections 12.02 11.2 and 8.06 8.6 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will shall 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 Indenture will be discharged and will cease to be of further effect as to all a Series of Notes issued hereunder, when: (1) either: (a) all such Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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 HoldersHolders of such Notes, cash in U.S. dollarsDollars, non-callable Government Securities, or a combination thereofof cash in 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; and (4d) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 12.0112.1, the provisions of Sections 12.02 12.2 and 8.06 8.6 hereof will survive. In addition, nothing in this Section 12.01 12.1 will be deemed to discharge those provisions of Section 7.06 7.7 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable at their maturity within one year and the 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 HoldersHolders of the Notes, cash in U.S. dollars, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes of either series issued hereunderhereunder (except as to surviving rights of registration, transfer or exchange of such Notes and as otherwise specified in this Indenture), when: (1) either: (aA) all Notes of such series that 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 CompanyIssuers, have been delivered to the Trustee for cancellation; or (bB) all Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or otherwise and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination 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 on the Notes of such series not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of fixed maturity or redemption; (2) in the case of clause (1)(B) above, no Default or Event of Default with respect to such series of Notes has occurred and is continuing on the date of the such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any instrument (other instrument than this Indenture with respect to such series of Notes and the agreements governing any other Indebtedness that is being defeased, discharged or replaced) to which the Company Targa Resources Partners or any Guarantor is a party or by which the Company Targa Resources Partners or any Guarantor is bound; (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company 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, non-callable U.S. Government SecuritiesObligations, 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 delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company 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 Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Supplemental Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Supplemental Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Special Interest, if any, to the date of maturity or 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 the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company any Issuer or any Guarantor is a party or by which the Company any Issuer or any Guarantor is bound; (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuers must deliver (a) an Officers’ Certificate stating that all conditions precedent set forth in clauses (1) through (4) above have been satisfied and (b) an Opinion of Counsel to the Trustee (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent to satisfaction and discharge set forth in Section 11.01(2) and (4) have been satisfied. Upon satisfaction and discharge in accordance ; provided that the Opinion of Counsel with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease respect to 11.01(2) above may be a party to the Collateral Agency and Intercreditor Agreement on behalf knowledge of the Holders and the Notes will cease to constitute First Lien Debt thereundersuch counsel. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have will become due and payable by reason of the mailing or delivering electronically delivery of a notice of redemption or otherwise or will become due and payable within one year and the Company 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, cash in U.S. dollars, non-callable Government Securities, 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to to, but not including, the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of such deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company either Issuer or any Guarantor is a party or by which the Company either Issuer or any Guarantor is bound; (3c) the Company Issuers or any Guarantor has have paid or caused to be paid all sums payable by it the Issuers under this Indenture; and (4d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 12.01 will shall 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticatedauthenticated thereunder, 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, have been delivered to the Trustee for cancellation; or (b) all Notes issued thereunder that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Amounts to the date of maturity Stated Maturity or redemption, as the case may be; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit or liens securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Stated Maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (11)(b) of this Section 12.019.01, the provisions of Sections 12.02 8.06 and 8.06 9.02 hereof will survive. In addition, nothing in this Section 12.01 9.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderhereunder (except as to surviving rights of registration, transfer or exchange of the Notes and as otherwise specified in this Indenture), when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination 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 on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Targa Resources Partners or any Guarantor is a party or by which the Company Targa Resources Partners or any Guarantor is bound; (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderhereunder (except as otherwise specified herein), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year by reason of the sending of a notice of redemption or otherwise and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination 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, 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 Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Sunoco LP or any Guarantor is a party or by which the Company Sunoco LP or any Guarantor is bound; (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has or Government Securities have been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.0111.01, the provisions of Sections 12.02 2.06, 2.07, 2.10, 8.06 and 8.06 11.02 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemptionredemption (assuming the payment of interest as Cash Interest through such date); (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 Section 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this IndentureIndenture or to relieve the Company from its obligations with respect to the Notes under Article 2 and Section 4.02 hereof.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes and Indenture Guarantees issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing incurrence of funds Indebtedness all or a portion of the proceeds of which will be used to be applied defease the Notes pursuant to Article Eight concurrently with such depositincurrence) and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01Section, the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will shall 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticatedauthenticated thereunder, 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 CompanyIssuer, have been delivered to the Trustee for cancellation; or (b) all Notes issued thereunder that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable 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 indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity Stated Maturity or redemption, as the case may be; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit or liens securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor Issuer is a party or by which the Company or any Guarantor Issuer is bound; (3) the Company or any Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (11)(b) of this Section 12.0110.01, the provisions of Sections 12.02 8.06 and 8.06 10.02 hereof will survive. In addition, nothing in this Section 12.01 10.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will shall be discharged and will 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 Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated, previously authenticated (except lost, stolen or destroyed Notes that have been replaced or 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, Company or discharged from the trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of the mailing or delivering electronically a making of a notice of redemption or otherwise or (B) will become due and payable within one year year, and the 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, non-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 on the Notes not previously delivered to the Trustee for cancellation 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; (2b) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and; (4d) the Company has shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption datedate of redemption, as the case may be. In addition, ; and (e) the Company must deliver shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, 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 Indenturesatisfied.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1i) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the 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, (a) cash in U.S. dollarseuros, non-callable European 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 on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2ii) no Default or Event of Default has occurred and is continuing under this Indenture on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. . (c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 12.0112.01(a), the provisions of Sections 12.02 and 8.06 hereof will survivesurvive such satisfaction and discharge. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will upon request of the Company cease to be of further effect (except as to all Notes issued hereunder, certain provisions governing registration of transfer or exchange of the Securities and payments thereon when: (A) either (1) either: all Securities theretofore authenticated and delivered (aother than (i) all Notes Securities that have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes and that have been replaced or paid and Notes (ii) Securities for whose payment (x) cash in United States dollars or (y) U.S. Government Obligations maturing as to principal, premium, if any, and interest in such amounts of money has and at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on the outstanding Securities not later than one day before the past due date of any payment, have theretofore been deposited in trust and thereafter repaid to with the Company, Trustee or any Paying Agent) have been delivered to the Trustee for cancellation; or , or (b2) all Notes that have such Securities not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing payable, or delivering electronically of a notice of redemption or otherwise or (ii) will become due and payable at their stated maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company Company, in the case of (2)(i), (2)(ii) or any Guarantor (2)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes such Securities not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and accrued interest to the date of such deposit (in the case of Securities which have become due and payable) or the stated maturity or Redemption Date, as the case may be, together with instructions from the Company irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3B) the Company or any Guarantor has paid or caused to be paid all other sums then due and payable hereunder by it under this Indenturethe Company; and (4C) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that, taken together, state that all conditions precedent herein relating to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, 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 Indenturecomplied with.

Satisfaction and Discharge. This Indenture Indenture, the Collateral Documents and the Intercreditor Agreement will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, the Collateral Documents and the Intercreditor Agreement, if money has shall have been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 12.01Section, the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will shall 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections 12.02 Section 12.02, Section 7.07 and Section 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 Indenture will be discharged and will cease to be of further effect as to all a Series of Notes issued hereunder, when: (1a) either: (a1) all such Notes that have been authenticated, except lostlast, 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, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the 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 HoldersHolders of such Notes, cash in U.S. dollars, non-callable 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 indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute constitute, a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survivesurvive until such funds are properly applied. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Supplemental Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds funds, or the imposition of any Liens in connection therewith, to be applied to such deposit, or a Default or Event of Default that will be cured by such discharge); (3) and the such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Supplemental Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (34) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and (45) the Company has delivered irrevocable instructions to the Trustee under this Supplemental 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 to the Trustee (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee Certificate, stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (5) above have been satisfied. Upon satisfaction , and discharge (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent set forth in accordance clauses (3) and (5) above have been satisfied; provided that the Opinion of Counsel with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease respect to clause (3) above may be a party to the Collateral Agency and Intercreditor Agreement on behalf knowledge of the Holders and the Notes will cease to constitute First Lien Debt thereundersuch counsel. Notwithstanding the satisfaction and discharge of this Supplemental Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Supplemental Indenture.

Satisfaction and Discharge. This Indenture (including the Note Guarantees) and (to the extent relating to the Notes) all Security Documents will be discharged and will cease to be of further effect as to all Notes issued hereunder, and the Trustee and the Collateral Agent, at the expense of the Issuers, shall execute proper instruments acknowledging the same, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption (or delivering such notice of redemption in accordance with the procedures of DTC) or otherwise or will become due and payable within one year and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination 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 on the Notes not delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or 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 depositdeposit and the granting of Liens to secure such Indebtedness) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company an Issuer or any Guarantor is a party or by which the Company an Issuer or any Guarantor is boundbound (other than instruments being contemporaneously repaid, defeased or terminated); (3) the Company Issuers or any Guarantor has Guarantors have paid or caused to be paid all sums payable by it them under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0112.01(1)(b), 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will and the Notes shall be discharged (and will all Liens on the Collateral securing the Notes shall be released) and this Indenture shall cease to be of further effect as to all Notes issued hereunderthereunder, when: (1) either: (a) all the Notes that 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 CompanyIssuer, have been delivered to the Trustee Trustees for cancellation; or (b) all the Notes that have not been delivered to the Trustee Trustees for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will shall become due and payable within one year and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustees as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. Canadian dollars, non-callable Government SecuritiesCanadian government securities, or a combination thereofof any of the foregoing, in such amounts as will shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee Trustees for cancellation for principalprincipal of, or interest and premium, if any, and accrued interest to on, such outstanding Notes on the date of maturity Stated Maturity thereof or redemptionthe applicable redemption date; (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 depositdeposit and the granting of Liens to secure such borrowing) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company Issuer has delivered irrevocable instructions to the Trustee Trustees under this Indenture to apply the deposited money toward the payment of the Notes at maturity the Stated Maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officers’ Officer’s Certificate and an Opinion opinion of Counsel counsel to the Trustee Trustees stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon The Collateral shall be released from the Liens securing the Notes, as provided under Section 10.6, upon a satisfaction and discharge in accordance with this Section 12.01the provisions described above. Upon request, the Trustee will advise the Collateral Agent that it will cease to be a party to shall acknowledge the Collateral Agency release of such Liens upon presentation of an Officer’s Certificate and Intercreditor Agreement on behalf an opinion of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenturecounsel, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing as provided 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 Indenture9.1.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (11)(B) of this Section 12.01, 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be satisfied and discharged and will cease to be of further effect as to all Notes issued hereunderhereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in this Indenture), when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the Company either an 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, non-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 on the Notes not delivered to the Trustee for cancellation for principalprincipal of, premium, if any, and accrued interest and Liquidated Damages, if any, on, the Notes to the date of maturity or redemption; (2) in respect of clause (B) of Section 11.01(1), no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company either Issuer or any Guarantor is a party or by which the Company either Issuer or any Guarantor is boundbound (other than with respect to the borrowing of funds to be applied 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 Company Issuers have, or any Guarantor has has, paid or caused to be paid all sums payable by it them under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver to the Trustee (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee Certificate, stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (4) of this Section 11.01 have been satisfied. Upon satisfaction satisfied and discharge (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that the condition precedent set forth in accordance with clause (4) of this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder11.01 has been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause clause (bB) of clause (1) of this Section 12.0111.01(1), the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 hereof, 7.07 that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this IndentureIndenture or to relieve the Company from its obligations with respect to the Notes under Article 2 and Section 4.02 hereof.

Satisfaction and Discharge. This Indenture and the other Notes Documents will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified hereunder), when: (1a) either: (ai) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company or any Guarantor of its Subsidiaries is a party or by which the Company or any Guarantor of its Subsidiaries is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; andhereunder; (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee stating Counsel, which, taken together, state that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with under this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders Indenture and the other Notes will cease Documents relating to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has such Notes Documents have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, 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 Indenturecomplied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes and Indenture Guarantees issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premium, and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: (1i) either: (aA) all Notes that have been authenticated, authenticated under this Indenture (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, Issuers) have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will shall become due and payable within one year and the Company 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 HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, 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 Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2ii) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuers or any Guarantor is are a party or by which the Company Issuers or any Guarantor is are bound; (3iii) the Company Issuers or any Guarantor has have paid or caused to be paid all sums payable by it them under this Indenture; and (4iv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company . (b) The 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. Upon . (c) Notwithstanding the above, the Trustee shall pay to the Issuers or any Guarantor from time to time upon their request any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge under this Article Eleven. (d) After the conditions to discharge contained in accordance with this Section 12.01Article Eleven have been satisfied, the Trustee will advise upon written request shall acknowledge in writing the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf discharge of the Holders obligations of the Issuers and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of Guarantors under this Indenture, if money has been deposited with the Trustee pursuant to subclause Indenture (b) of clause (1) of this except for those surviving obligations specified Section 12.01, 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 Indenture11.01).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of such deposit as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds Company’s failure to be applied to such deposit) comply with Section 4.15 hereof and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 12.01, 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year year, and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid (or deposited for payment as set forth above) all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, Issuer) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company 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, non-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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company 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 Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, the provisions of Sections Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes and Note Guarantees issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyAREP, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or otherwise, (2) will become due and payable within one year or (3) are to be called for redemption within 12 months under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the reasonable expense of the Company, and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, principal and premium, if any, and accrued but unpaid interest to the date of maturity or redemption; (2) no Default or of Event of Default has occurred and is continuing on the date of the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has or any Guarantor have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, dollars and non-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 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; (2b) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or non-callable Government Securities toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the The Company must 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticatedauthenticated 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 and thereafter repaid to the Companytrust, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the expense of the Company; (b) the 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, non-callable U.S. Government SecuritiesObligations, 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 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; (2c) no Default or Event of Default has (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 is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, 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; (3d) the Company or any Guarantor has paid or caused to be paid all sums payable by it the Company under this Indenture; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money in U.S. dollars toward the payment of the such Notes issued hereunder at maturity or on the redemption date, as the case may be. In addition, the Company must shall deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligation to the Trustee in Section 7.7 hereof and, if money in U.S. dollars has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 12.0111.1, the provisions of Sections 12.02 11.2 and 8.06 8.6 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securitiesgovernment securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants in the case when the deposit consists of a non-callable government securities or a combination of cash and such securities, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, and accrued interest and Additional Interest, if any, on, the Notes to the date of maturity or redemption; (2) in respect of subclause (b) of clause (1) of this Section 11.01, 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) deposit and any similar deposit relating to other Indebtedness and, in each case, the deposit will not result in a breach or violation of, or constitute a default under, any other instrument granting of Liens to which the Company or any Guarantor is a party or by which the Company or any Guarantor is boundsecure such borrowings); (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all the Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered Company delivers to the Trustee all outstanding Notes issued under this Indenture (other than Notes replaced because of mutilation, loss, destruction or wrongful taking) for cancellation; or (b2) all Notes that have outstanding under this Indenture and not been previously delivered to the Trustee for cancellation have become due and payable by reason payable, whether at maturity or as a result of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year (including as result of the mailing or sending of a notice of redemption), and the Company or any Guarantor has irrevocably deposited or caused to be deposited deposits with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable noncallable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally recognized firm of independent public accountants without consideration of any reinvestment of interestreinvestment, to pay at maturity or upon redemption all Notes outstanding under this Indenture and discharge the entire Indebtedness on the Notes not previously delivered to the Trustee for cancellation for principalcancellation, premium, if any, and accrued including interest thereon to the date of maturity or redemption, as applicable; (2b) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor Holdings, as applicable, is a party or by which the Company or any Guarantor Holdings, as applicable, is bound; (3c) the Company or any Guarantor Holdings of has paid or caused to be paid all sums payable by it under this IndentureIndenture with respect to such Notes; and (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereundercomplied with. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.0110.01, the provisions of Sections 12.02 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 10.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article X have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been complied with, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuer, have been delivered to the Trustee for cancellationcancelation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have cancelation will become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee or its designee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation cancelation for principal, principal and premium, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor Issuer is a party or by which the Company or any Guarantor Issuer is bound; (3c) the Company or any Guarantor Issuer has paid or caused to be paid all sums payable by it the Issuer under this Indenture; and (4d) the Company 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 Company Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.01Section, the provisions of Sections 12.02 Section 10.02 and Section 8.06 hereof will shall survive. In addition, nothing in this Section 12.01 will 10.01 shall 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable at their maturity within one year and the 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, non-callable non‑callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one (1) year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee (or such other entity designated or appointed by the Trustee for this purpose) as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereofof cash in U.S. dollars and non-callable U.S. 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 delivered to the Trustee for cancellation for principal, premiumpremium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default with respect to the Notes has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Officer’s Certificate of the Company and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause sub clause (bB) of clause (1) of this Section 12.01, 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 Supplemental Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds funds, or the imposition of any Liens in connection therewith, to be applied to such deposit, or a Default or Event of Default that will be cured by such discharge); (3) and the such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Supplemental Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (34) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Supplemental Indenture; and (45) the Company has delivered irrevocable instructions to the Trustee under this Supplemental 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 to the Trustee (a) an Officers’ Certificate and an Opinion of Counsel to the Trustee Certificate, stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (5) above have been satisfied. Upon satisfaction , and discharge (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and qualifications), stating that all conditions precedent set forth in accordance clauses (3) and (5) above have been satisfied; provided that the Opinion of Counsel with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease respect to clause (3) above may be a party to the Collateral Agency and Intercreditor Agreement on behalf knowledge of the Holders and the Notes will cease to constitute First Lien Debt thereundersuch counsel. Notwithstanding the satisfaction and discharge of this Supplemental Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Supplemental Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration or exchange of the Notes, as expressly provided for in this Indenture) as to all Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically delivery of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable Government Securities, or a combination thereoftherof, 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 delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture, the Notes and the Note Guarantees; and (4) 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 Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing Nothing in this Section 12.01 13.01 will be deemed to discharge those provisions of Section 7.06 8.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the provisions of Section 13.02 and Section 9.06 hereof shall survive. Further, the Collateral will be released from the Lien securing the Notes, as provided under Section 11.04 hereof, upon a satisfaction and discharge in accordance with the provisions described in this Section 13.01.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all outstanding Notes that have been authenticatedor will become due and payable at their scheduled maturity, 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, have been delivered to the Trustee for cancellationwithin one year; or (b) all outstanding Notes that have not been delivered to the Trustee are scheduled for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year year; and the 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, non-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 delivered to the Trustee for cancellation for principal, premium, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption; provided, however, that the foregoing shall not discharge the Company's obligation to effect conversion, registration of transfer or exchange of securities in accordance with the terms of this Indenture; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01Section, the provisions of Sections 12.02 Section 10.02 and 8.06 hereof will of Article 4 shall 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect effect, as to all Notes of any Series issued hereunder, when: (1a) either: (a1) all Notes of any Series that have been authenticated, except lost, stolen or destroyed Notes notes that have been replaced or paid and Notes notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b2) all Notes of any Series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable or redeemable within one year year, and the 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, non-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 on the Notes of such Series not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2b) 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) or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such Series at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must deliver an Officers’ Certificate and an Opinion opinion of Counsel counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: (1i) either: (aA) all Notes that have been authenticated, authenticated under this Indenture (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, Issuers) have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will shall become due and payable within one year and the Company 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 HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securities, 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 Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2ii) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuers or any Guarantor is are a party or by which the Company Issuers or any Guarantor is are bound; (3iii) the Company Issuers or any Guarantor has have paid or caused to be paid all sums payable by it them under this Indenture; and (4iv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company . (b) The 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. Upon . (c) Notwithstanding the above, the Trustee shall pay to the Issuers or any Guarantor from time to time upon their request any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge under this Article Eleven. (d) After the conditions to discharge contained in accordance with this Section 12.01Article Eleven have been satisfied, the Trustee will advise upon written request shall acknowledge in writing the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf discharge of the Holders obligations of the Issuers and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of Guarantors under this Indenture, if money has been deposited with the Trustee pursuant to subclause Indenture (b) of clause (1) of this except for those surviving obligations specified Section 12.01, 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 Indenture11.01).

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunderthereunder, when: (1i) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year year, and the 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, non-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, interest to pay and discharge the entire Indebtedness indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2ii) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenturehereunder; and (4iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1i) eitherEither: (aA) all the Notes that 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 or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all the Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically giving of a notice of redemption or otherwise or will become due and payable by reason of the giving of a notice of redemption or otherwise within one year and the 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, non-callable U.S. 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 delivered to the Trustee, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2ii) in the case of subclause (i)(B) above, no Default or Event of Default has occurred and is continuing under this Indenture on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the or arising in connection with borrowing of funds to be applied to such depositdeposit and the grant of any Lien securing such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. . (c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1i) of this Section 12.0111.01(a), the provisions of Sections 12.02 11.02 and 8.06 hereof will survivesurvive such satisfaction and discharge. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will shall be discharged and will 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 Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year and the 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, non-callable Government Securities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants in the case of non-callable Government Securities (or, if a nationally recognized firm of independent public accountants declines to issue such opinion after the Company has made reasonable efforts to obtain such an opinion, in the opinion of the Company’s chief financial officer), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or shall occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and the granting of Liens in connection therewith) and the deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (4d) 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 their Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent to the satisfaction and discharge have been satisfiedcomplied with. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant Security Documents and Subsidiary Guarantees will automatically terminate and cease to subclause (b) be of clause (1) of this Section 12.01, the provisions of Sections 12.02 further effect and 8.06 hereof will survive. In addition, nothing in this Section 12.01 all Notes Liens will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indentureautomatically released.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, the provisions of Sections 12.02 11.02 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderthereunder, when: (1a) either: (ai) all Notes that have been authenticated, 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, Issuers) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the Company 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, non-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 delivered to the Trustee for cancellation for principal, Interest, and premium, if any, and accrued interest to the date of maturity or redemption;; and in the case of this Section 12.01(a)(ii), (2A) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either of the Company Issuers or any Guarantor is a party or by which either of the Company Issuers or any Guarantor is bound; (3B) each of the Company or any Issuers and each Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4C) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must The Issuers 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. Upon Notwithstanding the above, the Trustee shall pay to the Partnership from time to time upon the request of the Partnership any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge in accordance with under this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 IndentureArticle 12.

Satisfaction and Discharge. This Indenture will be discharged and will shall, upon the request of the Company set forth in an Officers' Certificate, cease to be of further effect as to all Notes issued hereunderand the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid and as provided in Section 2.07, (ii) Notes for whose which payment money has theretofore been deposited in trust with or paid to the Trustee and thereafter repaid to the CompanyCompany or discharged from such trust, as provided in Section 5.03) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation, (i) have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice by the Trustee in the name, and at the expense, of the Company, and the Company Company, in the case of (i), (ii) or any Guarantor (iii) of this subclause (B), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash such purpose an amount in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations maturing as to principal and interest in such amounts and at such times as will ensure the availability of United States dollars, or a combination thereofof United States dollars and U.S. Government Obligations, in such amounts as will be sufficient, without consideration of any reinvestment of interest, sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not delivered to the Trustee for cancellation for principal, principal (and premium, if any, ) and accrued interest to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity or Redemption Date, as the case may be; PROVIDED, HOWEVER, in the event a petition for relief under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Indenture with respect to such Notes shall not be deemed terminated or discharged; (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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under the Company; (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this IndentureIndenture with respect to such Notes have been complied with; and (4) 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 Officers’ Certificate and an Opinion of Counsel or a ruling by the Internal Revenue Service to the Trustee stating effect that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf Holders of the Holders and the Notes will cease to constitute First Lien Debt thereundernot recognize income, gain or loss for federal income tax purposes as a result of such deposit and discharge. Notwithstanding the satisfaction and discharge of this Indenture, if money has been this Indenture shall continue in effect as to (i) rights of registration of transfer and exchange of Notes, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and any premium and interest thereon, upon the original stated due dates therefor (but not upon acceleration of maturity), (iv) the rights, obligations and immunities of the Trustee hereunder and (v) the rights of the Holders of Notes as beneficiaries hereof with respect to the property so deposited with the Trustee pursuant payable to subclause (b) all or any of clause (1) them), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof will surviveIndenture. 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 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.07 shall survive.

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, hereunder when: (1i) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year year, and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, and accrued interest on, the Notes to (but not including) the date of maturity or redemption; (2ii) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenturehereunder; and (4iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when(a) If at any time: (1) either:the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on all the outstanding Notes, as and when the same shall have become due and payable, (a2) all Notes that the Company shall 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, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and all outstanding Notes, or (3) the Company or any Guarantor has shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds the entire amount in trust solely for the benefit of the Holders(A) cash, cash in (B) U.S. dollars, non-callable Government Securities, or a combination thereof, Obligations maturing as to principal and interest in such amounts and at such times as will be insure the availability of cash, or (C) a combination of cash and U.S. Government Obligations, in any case sufficient, without consideration reinvestment, as certified by an independent public accounting firm of any reinvestment of interestnational reputation in a written certification delivered to the Trustee, to pay and discharge at maturity or the entire Indebtedness on the Notes not delivered applicable redemption date (provided that notice of redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for cancellation for principalthe giving of any notice of redemption) all outstanding Notes, premium, if any, including principal and accrued any premium and interest due or to the become due to such date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 datematurity, as the case may be. In addition, and if, in any such case, the Company must deliver an Officers’ Certificate shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and an Opinion exchange of Counsel Notes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and any premium and interest thereon, upon the original stated due dates therefor or upon the applicable redemption date (but not upon acceleration of maturity) from the moneys and U.S. Government Obligations held by the Trustee pursuant to Section 6.2 hereof, (iv) the rights and immunities of the Trustee hereunder, (v) the rights of the Holders of Notes as beneficiaries hereof with respect to the property so deposited with the Trustee stating that payable to all conditions precedent or any of them, (vi) the obligations and rights of the Trustee and the Company under Section 6.4 hereof, and (vii) the duties of the Trustee with respect to any of the foregoing), and the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and its obligations under, the Notes, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharge have been satisfied. Upon satisfaction discharging this Indenture and discharge the Trustee shall at the request of the Company return to the Company all Pledged First Mortgage Bonds and all other property and money held by it under this Indenture and determined by it from time to time in accordance with the certification pursuant to this Section 12.016.1(a)(3) to be in excess of the amount required to be held under this Section. If the Notes are deemed to be paid and discharged pursuant to this Section 6.1(a)(3) within 15 days after those Notes are so deemed to be paid and discharged, the Trustee will advise the Collateral Agent that it will cease shall cause a written notice to be a party given to each Holder in the Collateral Agency and Intercreditor Agreement on behalf of the Holders and manner provided by Section 17.10 hereof. The notice shall: (i) state that the Notes are deemed to be paid and discharged; (ii) set forth a description of any U.S. Government Obligations and cash held by the Trustee as described above; (iii) if any Notes will cease be called for redemption, specify the date or dates on which those Notes are to constitute First Lien Debt thereunderbe called for redemption. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 10.6 hereof shall survive. If the Notes are deemed paid and discharged pursuant to this Section 6.1, the obligation of the Company to make payment with respect to the principal of and premium, if money has been any, and interest on the related Pledged First Mortgage Bonds shall be satisfied and discharged and the related Pledged First Mortgage Bonds shall cease to secure the Notes in any manner. (b) If at any time: (1) the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on any Note, as and when the same shall have become due and payable, (2) the Company shall have delivered to the Trustee for cancellation any outstanding Note, or (3) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee pursuant as trust funds the entire amount in (A) cash, (B) U.S. Government Obligations maturing as to subclause principal and interest in such amounts and at such times as will insure the availability of cash, or (bC) a combination of clause cash and U.S. Government Obligations, in any case sufficient, without reinvestment, as certified by an independent public accounting firm of national reputation in a written certification delivered to the Trustee, to pay at maturity or the applicable redemption date (1provided that notice of redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of any notice of redemption) any outstanding Note, including principal and any premium and interest due or to become due to such date of maturity, as the case may be, such Note shall cease to be entitled to any lien, benefit or security under this Section 12.01Indenture and this Indenture will cease to be of further effect with respect to such Note. Upon a Note ceasing to be entitled to any lien, benefit or security under this Indenture, the provisions obligation of Sections 12.02 the Company to make payment with respect to principal of and 8.06 hereof will survive. In additionpremium, nothing if any, and interest on a principal amount of the related Pledged First Mortgage Bonds equal to the principal amount of such Note shall be satisfied and discharged and such portion of the principal amount of such Pledged First Mortgage Bonds shall cease to secure the Notes 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 Indentureany manner.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically delivery of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and 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 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; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction Company request and discharge in accordance with this Section 12.01delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel as described above, the Trustee will advise shall acknowledge in writing the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf discharge of the Holders obligations of the Company and the Notes will cease to constitute First Lien Debt thereunderGuarantors under this Indenture (except for those surviving rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and Guarantors’ obligations in connection therewith). 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 hereof7.07, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon , and the Trustee on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge in accordance with of this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunderIndenture. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01Section, the provisions of Sections Section 12.02 and Section 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, shall survive the such satisfaction and discharge of this Indenturedischarge.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, the provisions of Sections 12.02 and 8.06 hereof will survivesurvive such satisfaction and discharge. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all a Series of Notes issued hereunder, when: (1a) either: (a1) all such Notes that 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, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the 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 HoldersHolders of such Notes, cash in U.S. dollars, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor guarantor, as applicable, is a party or by which the Company Company, or any Guarantor guarantor, as applicable, is bound; (3c) the Company or any Guarantor guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.0110.01, the provisions of Sections 12.02 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 10.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith).

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, Issuer) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year year, and the Company 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, non-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, interest to pay and discharge the entire Indebtedness indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company 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 Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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 CompanyIssuer), have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company 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, non-callable noncallable 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 delivered to the Trustee for cancellation for principal, premiumpremium Additional Amounts, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company 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 Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, 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 7.08 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year either upon Stated Maturity or by virtue of earlier redemption under arrangements reasonably satisfactory to the Trustee in accordance with the terms of this Indenture and the 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, non-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 previously delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically giving of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-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 delivered to the Trustee for cancellation for principal, premium, if any, any premium and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 Section 11.02 and Section 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 Indenture and the Security Documents will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, principal and premium, if any, and accrued interest to the date of maturity or redemption; (2b) 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 depositdeposits) has occurred and is continuing on the date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, which opinion may be subject to customary assumptions and exclusions, to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 12.01, the provisions of Sections Section 12.02 and Section 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, thereunder when: (1) either: (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) Parent or 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 dateRedemption Date, as the case may be. In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 12.01Section, the provisions of Sections 12.02 10.02 (“Application of Trust Money”) and 8.06 (“Repayment to Company”) hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 (“Compensation and Indemnity”) hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderhereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified herein), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise or are to be called for redemption within one year under arrangements satisfactory to the Trustee and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination 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 on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit 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 material agreement or instrument (other instrument than this Indenture) to which the Company or any Guarantor of its Restricted Subsidiaries is a party or by which the Company or any Guarantor of its Restricted Subsidiaries is boundbound (other than any such default resulting from any borrowing of funds to be applied to make the deposit and any similar simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith); (3) the Company Issuers, the Parent or any Guarantor has have paid or caused to be paid all sums payable by it them under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be. . (b) In addition, the Company Issuers must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. . (c) Upon a satisfaction and discharge e in accordance with this Section 12.01, the Trustee will advise Article 12 the Collateral Agent that it will cease to be a party to released from the Collateral Agency Liens securing the Notes, each Guarantor will be released and Intercreditor Agreement on behalf of the Holders relieved from its Subsidiary Guarantee and the Notes Parent will cease to constitute First Lien Debt thereunder. be released and relieved from the Parent Guarantee. (d) 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 12.0112.01(a)(1)(b), 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderhereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in this Article 11), and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture, when: (1a) either: (a1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the CompanyIssuers, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the Company either 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, interest and accrued interest Additional Interest, if any, to the date of maturity Stated Maturity or redemption; (b) in respect of subclause (2) of clause (a) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings, all or a portion of which are to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company either Issuer or any Guarantor is a party or by which the Company either Issuer or any Guarantor is boundbound (other than with respect to the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings, all or a portion of which are to be applied to such deposit); (3c) the Company or any Guarantor has Issuers have paid or caused to be paid all other sums payable by it the Issuers under this Indenture; and (4d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has or Government Securities have been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01Section, the provisions of Sections 12.02 Section 13.02 and Section 8.06 hereof will shall 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest interest, if any, to the date of maturity or redemption; (2b) 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 depositdeposit and 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 instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is boundbound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith); (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0110.01, the provisions of Sections 12.02 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 10.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged discharged, and will cease to be of further effect as to all Notes issued hereunderand all Note Guarantees, when: (1a) either: : (aA) all Notes that have been authenticatedtheretofore 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 and thereafter repaid to the Companytrust, have been delivered to the Trustee for cancellation; or or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing or delivering electronically giving of a notice of redemption or otherwise or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) 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 Company, and the Company or any Guarantor 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, non-callable 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 sufficienta written certification delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness 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; (2b) the Company or any Guarantor has paid or caused to be paid all other sums then due and payable under this Indenture; (c) no Default or Event of Default has occurred and is continuing on the date of the 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 depositdeposit 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; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent under this Indenture relating to satisfaction and discharge the Discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenturecomplied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable Government Securities, or a combination thereof, 87 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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections 12.02 Section 13.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 13.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. The provisions of Sections 401, 402, 403 and 404 of the Indenture shall not be applicable to the Notes. This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: when either (1) either: (ai) all Notes that have been authenticated, 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 as provided in trust and thereafter repaid to Section 306 of the Company, Indenture) have been delivered to the Trustee for cancellation; or the Notes for cancellation or (bii) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation cancellation, after the Notes have become due and payable by reason payable, whether on the date of the mailing Stated Maturity of the principal amount of the Notes, any Redemption Date, Optional Repurchase Date or delivering electronically of a notice of redemption Change in Control Repurchase Date or otherwise upon exchange or will become due and payable within one year otherwise, cash or Company Common Shares in accordance with the terms hereof and the Company or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust solely an amount of cash in any combination of currency or currency unit in which the Notes are payable (except as otherwise specified pursuant to Section 301 of the Indenture for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, Notes) and/or Company Shares sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not delivered to the Trustee for cancellation for principalprincipal (and premium, premiumif any) and accrued and unpaid interest, if any, and accrued interest to pay all other sums payable on the date Notes and under the Indenture in respect of maturity or redemption; such Notes; (2B) no Default or Event of Default has or event which with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and is be continuing on the date of the such deposit (other than a Default or and no Event of Default resulting from under Section 501(5) or Section 501(6) of the borrowing of funds to Indenture shall have occurred and be applied to continuing on the 123rd day after such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; date; (3C) the Company or any Guarantor Issuer has paid paid, or caused to be paid paid, all sums payable by it under this Indenturethe Indenture in respect of the Notes; and and (4D) the Company Issuer has delivered irrevocable instructions to the Trustee for the Notes under this the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may besuch Notes. In addition, the Company Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee for the Notes stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-callable 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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will shall become due and payable within one year and the 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, non-callable 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 on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Special Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit described in clause (b) above (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.0111.01, the provisions of Sections 12.02 11.02 and 8.06 hereof will shall survive. In addition, nothing in this Section 12.01 will 11.01 shall be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will shall be discharged and will shall cease to be of further effect as to all Notes issued hereunderthereunder, when: (1i) either: (aA) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically sending of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2ii) no Default or Event of Default has shall have occurred and is be continuing on the date of the any deposit referred to in clause (other than a)(i)(B) or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor Subsidiary of the Company is a party or by which the Company or any Guarantor Subsidiary of the Company is bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4iv) 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. . (b) In addition, the Company must deliver an Officers’ ' Certificate and an Opinion of Counsel (which opinion may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon . (c) Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its request any cash or Government Securities held by it as provided in this section which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge in accordance with under this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 IndentureArticle Eleven.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (2b) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) 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 Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereundersatisfied or waived. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will shall 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.77

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderhereunder (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 Issuer and the Guarantors in connection therewith, as expressly provided for in the Indenture), when: (1) either: (a) all Notes that have been authenticated, 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, Issuer) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year year, and the Company 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, non-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, interest to pay and discharge the entire Indebtedness indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such depositdeposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is boundbound (other than with respect to the borrowing of funds to be applied 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 Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company 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 Company Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all covenants and conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections 12.02 Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 11.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunderhereunder (except as to surviving rights of registration of transfer or exchange of Notes expressly provided for herein, the Company's obligations under Section 7.7, and the Trustee's and each Paying Agent's obligations under Section 12.2 and Section 12.3), when: (1i) either: (a1) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically making of a notice of redemption or otherwise or will become due and payable within one year and the 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 money or U.S. dollars, non-callable 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 Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest interest, including Special Interest, if any, to the date of maturity or redemption; (2ii) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit) , and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or U.S. Government Obligations toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the . (b) The Company must 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. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01, 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 Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated, 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, ) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing or delivering electronically of a notice of redemption or otherwise or will become due and payable within one year and the 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, non-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 on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued interest to the date of maturity or 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 the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) 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 Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Upon satisfaction and discharge in accordance with this Section 12.01, the Trustee will advise the Collateral Agent that it will cease to be a party to the Collateral Agency and Intercreditor Agreement on behalf of the Holders and the Notes will cease to constitute First Lien Debt thereunder. 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 12.01Section, the provisions of Sections Section 12.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.06 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.