Common use of Termination of Company's Obligations Clause in Contracts

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Section 2.10(E), Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 10.06 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company or any Guarantor has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid performed all other amounts payable Obligation by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Collateral Agent, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) and/or been converted for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13)) and/or satisfy all conversions, as the case may be; (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion ConsiderationConsideration (including, if applicable, all related Additional Amounts), as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentAgent (or if the Conversion Agent is unable or unwilling to hold such deposit of Conversion Consideration, the Holders), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) (including, if applicable, all related Additional Amounts) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentHolders), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture have been satisfied; provided, however, that Article 10 7 of the Base Indenture] and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this the Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedConverted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion exchange or otherwise) for an amount of cash or Conversion Exchange Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion the cash Exchange Consideration, the Conversion Exchange Agent, or, with respect to non-cash Exchange Consideration, the Holder, applicable transfer agent, or other appropriate agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedexchanged, Conversion Exchange Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Exchange Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 11.06 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedConverted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect effect, as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a the Redemption Date, a the Fundamental Change Repurchase Date, a Forced Conversion, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture with respect to the Notes have been satisfied; provided, however, that Article 10 13 of this Indenture and Section 11.01 14.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenturethe Indenture as to the Notes.

Termination of Company's Obligations. (a) This Indenture will be discharged, and will shall cease to be of further effect as to (except that the Company’s obligations under Sections 7.7 and 8.4, and the Company’s, Trustee’s and Paying Agent’s obligations under Section 8.3 shall survive) when all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) Securities have (i) been delivered to the Trustee for cancellation; or (ii) become due paid in full and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all sums payable by the Company hereunder. In addition, the Company may terminate all of its obligations under this Indenture if: (1) the Company irrevocably deposits in trust with the Trustee or, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations sufficient (as certified by an independent public accountant designated by the Company) to pay principal and interest on the Securities to maturity or redemption, as the case may be, and to pay all other amounts sums payable by it under this Indenture; andhereunder, provided that (i) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Securities; (D2) the Company has delivered delivers to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that the all conditions precedent to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; providedand (3) no Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit. Then, howeverthis Indenture shall cease to be of further effect (except as provided in this paragraph), that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, on demand of the Paying Agent Company, shall execute proper instruments acknowledging confirmation of and the Conversion Agent with respect to money or other property deposited with them will survive such dischargedischarge under this Indenture. At However, the Company’s requestobligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.1, 4.2, 4.3, 7.7, 7.8, 8.3 and 8.4 and the Trustee’s and Paying Agent’s obligations in Section 8.3 shall survive until the Securities are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.7 and 8.4 and the Company’s, Trustee’s and Paying Agent’s obligations in Section 8.3 shall survive. (b) After such irrevocable deposit is made pursuant to this Section 8.1 and satisfaction of the other conditions set forth herein, the Trustee will upon written request shall acknowledge in writing the satisfaction and discharge of the Company’s obligations under this IndentureIndenture except for those surviving obligations specified above. (c) In order to have money available on a Payment Date to pay principal or interest on the Securities, the U.S. Government Obligations shall be payable as to principal or interest at least one Business Day before such Payment Date in such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect effect, as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a the Redemption Date, a Fundamental Change Repurchase Date, Date or the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture with respect to the Notes have been satisfied; provided, however, that Article 10 13 of this Indenture and Section 11.01 14.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, Trustee and the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenturethe Indenture as to the Notes.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.07 of the Base Indenture) have (iA) been delivered to the Trustee for cancellation; or (iiB) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.07 of the Base Indenture); (C) the Company has paid all other amounts payable by it under this the Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 7 of the Base Indenture and Section 11.01 10.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.08 of the Base Indenture and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, upon the Company’s delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of the Indenture have been satisfied, the Trustee will acknowledge the satisfaction and discharge of this the Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due and payable under this Indenture by the Company on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect effect, as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture with respect to the Notes have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenturethe Indenture as to the Notes.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (iA) been delivered to the Trustee for cancellation; or (iiB) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, upon the Company’s delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect effect, as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture with respect to the Notes have been satisfied; provided, however, that Article 10 VII of the Base Indenture and Section 11.01 10.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenturethe Indenture as to the Notes.

Termination of Company's Obligations. This Indenture will be satisfied and discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the satisfaction and discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such satisfaction and discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such satisfaction and discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be dischargeddischarged with respect to the Notes, and will cease to be of further effect as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.8 of the Base Indenture) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, an Optional Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentAgent or its designee), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.8 of the Base Indenture); (C) the Company has paid all other amounts payable by it under this the Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture have been satisfied; provided, however, that Article 10 7 of the Base Indenture and Section 11.01 10.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.12 of the Base Indenture and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this the Indenture.

Termination of Company's Obligations. This The Indenture will be dischargeddischarged with respect to the Notes, and will cease to be of further effect as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.8 of the Base Indenture) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, an Optional Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or ​ ​ Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentAgent or its designee), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.8 of the Base Indenture); (C) the Company has paid all other amounts payable by it under this the Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture have been satisfied; provided, however, that Article 10 7 of the Base Indenture and Section 11.01 10.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.12 of the Base Indenture and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. ​ At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this the Indenture.. ​

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13‎Section 2.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13‎Section 2.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article ‎Section 2.10(E), ‎Article 10 and Section ‎Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 ‎Section 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be dischargedUnless the Securities Resolution otherwise precludes and except as otherwise provided in this Section 8.01, and will cease to be of further effect as to all Notes issued the Company may terminate its obligations under this Indenture, whenIndenture and to a series of Notes if: (A1) either: (a) all the Notes then outstanding theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes that have been replaced pursuant 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 Section 2.13the Company or discharged from such trust) have (i) been delivered to the Trustee for cancellation; or or (iib) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether on a Redemption Datepayable, a Fundamental Change Repurchase Date, and the Maturity Date, upon conversion Company has irrevocably deposited or otherwise) for caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, -33- if any, and interest on the Notes to the date of cash deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Conversion Considerationredemption, as applicable, that has been fixedthe case may be; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C2) the Company has paid all other amounts sums payable by it under this IndentureIndenture by the Company; and (D3) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each Counsel stating that the all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; providedcomplied with. With respect to the foregoing clause (1), however, that Article 10 the Company's obligations under Sections 7.07 and Section 11.01 will 12.08 shall survive such discharge and, until no Notes remain outstanding, Section 2.15 satisfaction and discharge. With respect to the obligations of the Trusteeforegoing clause (2), the Paying Agent Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.07, 2.10, 2.12, 4.02, 7.07, 7.08, 8.04, 8.05, 8.06 and 12.08 shall survive until the Conversion Agent with respect to money or other property deposited with them will survive such dischargeNotes are no longer outstanding. At Thereafter, only the Company’s request's obligations in Sections 7.07, 8.05, 8.06 and 12.08 shall survive. After any such irrevocable deposit, the Trustee will upon written request of the Company shall acknowledge in writing the satisfaction and discharge of the Company's obligations under the Notes and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. This Indenture will shall be discharged, discharged and will shall cease to be of further effect (except that the Company's obligations under Sections 2.03, 2.06, 7.07, 8.04 and 8.05 shall survive the effect of this Article Eight until all Notes have been cancelled) as to all outstanding Notes issued when the Company has paid all sums payable by it under this Indenture, whenthe Indenture and either: (A1) all the Notes then outstanding that have been authenticated and delivered (other than except lost, stolen or destroyed Notes which have been replaced pursuant or paid and Notes and money for the payment of which has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to Section 2.13the Company or discharged from this trust) have (i) been delivered to the Trustee for cancellation; or , or (ii2) (a) all Notes not delivered to the Trustee for cancellation otherwise have become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, or have been called for redemption pursuant to Paragraph 6 of the Maturity Date, upon conversion Notes and the Company has irrevocably deposited or otherwise) for caused to be deposited with the Trustee trust funds in trust in an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) money sufficient to satisfy pay and discharge the entire Indebtedness (including all amounts or other property due principal and accrued interest) on all the Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has not theretofore delivered to the Trustee an Officer’s Certificate and an Opinion of Counselfor cancellation, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be dischargeddischarged with respect to the Notes, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.16) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, an Optional Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentAgent or its designee), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.16); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 8.07, Section 11.11(H) and Section 11.01 ‎Section 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this IndentureIndenture (except for certain surviving rights of the Trustee and the Company’s obligations with respect thereto), when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 10.06 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Tax Redemption Date, a Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, the Optional Repurchase Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section ‎Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedConverted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section ‎Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article ‎Article 10 and Section ‎Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section ‎Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a an Optional Redemption Date, a Fundamental Change Repurchase Redemption Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge.  At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.. 

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 and any comparable provisions for the benefit of the Collateral Agent (if any) will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedConverted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Section 2.10(E), Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13);; 20090164 |US-DOCS\140348310.5|| | 12:50| (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: : (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; ; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); ; (C) the Company has paid all other amounts payable by it under this Indenture; and and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect effect, as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion ConsiderationConsideration (including, if applicable, all related Additional Amounts), as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent) (or if the Conversion Agent is unable or unwilling to hold such deposit of Conversion Consideration, the Holders), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) (including, if applicable, all related Additional Amounts) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that the last sentence of Section 2.10(D), Article 10 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.8 of the Base Indenture) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.8 of the Base Indenture); (C) the Company has paid all other amounts payable by it under this the Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture have been satisfied; provided, however, that Article 10 VII of the Base Indenture and Section 11.01 10.01 and the Company’s obligations thereunder will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.12 of the Base Indenture and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this the Indenture.

Termination of Company's Obligations. This The Indenture and the Guarantee will be discharged, and will cease to be of further effect effect, as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture with respect to the Notes have been satisfied; provided, however, that Article 10 VII of the Base Indenture and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenturethe Indenture as to the Notes.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, and all Liens created pursuant to the Collateral Agreements will be released, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.06) have (iA) been delivered to the Trustee for cancellation; or (iiB) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property Property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.06); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 12 and Section 11.01 Sections 10.09 and 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.08 and the obligations of the Trustee, the Collateral Agent, the Paying Agent and the Conversion Agent with respect to money or other property Property deposited with them will survive such discharge. At the Company’s written request, each of the Trustee and the Collateral Agent will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Exchange or otherwise) for an amount of cash or Conversion Exchange Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Exchange Consideration, the Conversion Exchange Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedExchanged, Conversion Exchange Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; Table of Contents provided, however, that Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Exchange Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section ‎Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section ‎Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article ‎Article 10 and Section ‎Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section ‎Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect effect, as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture with respect to the Notes have been satisfied; provided, however, that Article 10 VII of the Base Indenture and Section 11.01 10.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenturethe Indenture as to the Notes.

Termination of Company's Obligations. This Indenture and the Guarantees will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company or any Guarantor has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due and payable under this Indenture by the Company and Guarantors on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.. FullDPWPathandDateText US-DOCS\113092644.12

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; andand ‌ ​ ​ ​ (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 10.06 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be satisfied and discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the satisfaction and discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such satisfaction and discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such satisfaction and discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash or other property (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.07 of the Base Indenture) have (iA) been delivered to the Trustee for cancellation; or (iiB) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.07 of the Base Indenture); (C) the Company has paid all other amounts payable by it under this the Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 7.06 of the Base Indenture and Section 11.01 10.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.08 of the Base Indenture and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, upon the Company’s delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of the Indenture have been satisfied, the Trustee will acknowledge the satisfaction and discharge of this the Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, and all Liens created pursuant to the Collateral Agreements will be released, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (iA) been delivered to the Trustee for cancellation; or (iiB) become due and payable or, if a Required Stockholder Approval Failure has occurred, will become due and payable within one (1) year (whether on a Redemption Date, a Fundamental Change Repurchase Date, an Asset Sale Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property Property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee and the Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 12 and Section 11.01 Sections 13.01 and 10.12 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Collateral Trustee, the Paying Agent and the Conversion Agent with respect to money or other property Property deposited with them will survive such discharge. At the Company’s request, each of the Trustee and the Collateral Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: : (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Exchange or otherwise) for an amount of cash or Conversion Exchange Consideration, as applicable, that has been fixed; ; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Exchange Consideration, the Conversion Exchange Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedExchanged, Conversion Exchange Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); ; (C) the Company has paid all other amounts payable by it under this Indenture; and and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Exchange Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Exchange or otherwise) for an amount of cash or Conversion Exchange Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Exchange Consideration, the Conversion Exchange Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedExchanged, Conversion Exchange Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Section 2.10(E), Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Exchange Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 and the Company's obligations thereunder will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Redemption Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) A. all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) B. the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) C. the Company has paid all other amounts payable by it under this Indenture; and (D) D. the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect effect, as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, a Forced Conversion, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenturethe Indenture with respect to the Notes; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this the Indenture with respect to the Notes have been satisfied; provided, however, that Article 10 12 of this Indenture and Section 11.01 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenturethe Indenture as to the Notes.

Termination of Company's Obligations. This Indenture will be dischargedUnless the Securities Resolution otherwise precludes and except as otherwise provided in this Section 8.01, and will cease to be of further effect as to all Notes issued the Company may terminate its obligations under this Indenture, whenIndenture and to a series of Notes if: (A1) either: (a) all the Notes then outstanding theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes that have been replaced pursuant 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 Section 2.13the Company or discharged from such trust) have (i) been delivered to the Trustee for cancellation; or or (iib) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether on a Redemption Datepayable, a Fundamental Change Repurchase Date, and the Maturity Date, upon conversion Company has irrevocably deposited or otherwise) for caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of cash deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Conversion Considerationredemption, as applicable, that has been fixedthe case may be; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C2) the Company has paid all other amounts sums payable by it under this IndentureIndenture by the Company; and (D3) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each Counsel stating that the all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with complied with. With respect to money or other property deposited with them will survive such discharge. At the foregoing clause (1), the Company’s requestobligations under Sections 7.07 and 12.08 shall survive such satisfaction and discharge. With respect to the foregoing clause (2), the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.07, 2.10, 2.12, 4.02, 7.07, 7.08, 8.04, 8.05, 8.06 and 12.08 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Sections 7.07, 8.05, 8.06 and 12.08 shall survive. After any such irrevocable deposit, the Trustee will upon written request of the Company shall acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Notes and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;; ​ ​ ​ (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. ​ At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will shall cease to be of further effect as to (except that the Company's obligations under Sections 7.7 and 8.3 and the Trustee's and Paying Agent's obligations under Section 8.3 shall survive) when all Notes outstanding Securities theretofore authenticated and issued under this Indenture, when: (A) all Notes then outstanding have been delivered (other than Notes destroyed, lost or stolen Securities which have not been replaced pursuant to Section 2.13or paid) have (i) been delivered to the Trustee for cancellation; or (ii) become due cancellation and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts sums payable by it hereunder. In addition, the Company may terminate all of its obligations under this Indenture, (except the Company's obligations under Sections 7.7, 8.3 and as noted below) if: (1) the Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; and (D2) the Company has delivered irrevocably deposits in trust with the Trustee, or, at the option of the Trustee, with a trustee satisfactory to the Trustee and the Company under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, who otherwise would be qualified to act as Trustee under this Indenture ("Other Trustee") money sufficient to pay principal and interest on the Securities to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, and delivers to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with, and an Opinion of Counsel to the same effect. The Company may make the deposit only during the one-year period. PROVIDED, HOWEVER, that the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.1, 7.7, 7.8, 8.3 and 8.4 shall survive until the Securities are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.7 and 8.3 and the Trustee's and Paying Agent's obligations under Section 8.3 shall survive. After cancellation and full payment of all the Securities or satisfaction of either (1) or (2) above, and at the Company's expense, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under this Indenture except for those surviving obligations specified above. If the Trustee shall require, the Company shall deliver to the Trustee an Officer’s 's Certificate and an Opinion of Counsel, each stating that the (i) all conditions precedent herein provided for relating to the discharge of this Indenture have been satisfied; provided, however, that Article 10 complied with and Section 11.01 will survive (ii) such discharge andwill not result in a breach or violation of, until no Notes remain outstandingor constitute a default under, Section 2.15 and this Indenture or any other material agreement or instrument to which the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money Company is a party or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indentureby which it is bound.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 10.06 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) if any Notes are then outstanding, the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest and upon delivery of an Officer’s Certificate and Opinion of Counsel to the Trustee, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, an Optional Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 12.01 (and any other sections which by their terms expressly survive discharge) will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be dischargedExcept as ------------------------------------ otherwise provided in this Section 8.01, the Company may terminate its and will cease to be of further effect as to all Notes issued the Guarantors' obligations under this Indenture, whenIndenture and the Notes if: (A1) either: (a) all the Notes then outstanding theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes that have been replaced pursuant 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 Section 2.13the Company or discharged from such trust) have (i) been delivered to the Trustee for cancellation; or or (iib) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether on a Redemption Datepayable, a Fundamental Change Repurchase Date, and the Maturity Date, upon conversion Company has irrevocably deposited or otherwise) for caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of cash deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Conversion Considerationredemption, as applicable, that has been fixedthe case may be; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C2) the Company has paid all other amounts sums payable by it under this IndentureIndenture by the Company; and (D3) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each Counsel stating that the all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; providedcomplied with. With respect to the foregoing clause (1), however, that Article 10 the Company's and Section 11.01 will the Guarantors' obligations under Sections 7.07 and 14.08 shall survive such discharge andsatisfaction and discharge. With respect to the foregoing clause (2), until no Notes remain outstanding, Section 2.15 the Company's and the Guarantors' obligations of in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.10, 2.13, 4.02, 4.13, 7.07, 7.08, 8.04, 8.05, 8.06 and 14.08 shall survive until the TrusteeNotes are no longer outstanding. Thereafter, only the Paying Agent Company's and the Conversion Agent with respect to money or other property deposited with them will survive Guarantors' obligations in Sections 7.07, 8.05, 8.06 and 14.08 shall survive. After any such discharge. At the Company’s requestirrevocable deposit, the Trustee will upon written request of the Company shall acknowledge in writing the satisfaction and discharge of the Company's and the Guarantors' obligations under the Notes and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. This The Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this the Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.07 of the Base Indenture) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13)2.07 of the Base Indenture) and all obligations under the Indenture; (C) the Company has paid all other amounts payable by it under this the Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 7.06 of the Base Indenture and Section 11.01 10.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.08 of the Base Indenture and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, upon the Company’s delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of the Indenture have been satisfied, the Trustee will acknowledge the satisfaction and discharge of this the Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Exchange or otherwise) for an amount of cash or Conversion Exchange Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Exchange Consideration, the Conversion Exchange Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedExchanged, Conversion Exchange Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Exchange Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Exchange or otherwise) for an amount of cash or Conversion Exchange Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Exchange Consideration, the Conversion Exchange Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedExchanged, Conversion Exchange Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Section 2.10(E), Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Exchange Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, an Equity Raise Trigger Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be dischargedExcept as otherwise provided in this Section 8.01, the Company may terminate its and will cease to be of further effect as to all Notes issued the Guarantors’ obligations under this Indenture, whenSupplemental Indenture and the Notes if: (A1) either: (a) all the Notes then outstanding theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes that have been replaced pursuant 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 Section 2.13the Company or discharged from such trust) have (i) been delivered to the Trustee for cancellation; or or (iib) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether on a Redemption Datepayable, a Fundamental Change Repurchase Date, and the Maturity Date, upon conversion Company has irrevocably deposited or otherwise) for caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of cash deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Conversion Considerationredemption, as applicable, that has been fixedthe case may be; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C2) the Company has paid all other amounts sums payable by it under this IndentureSupplemental Indenture by the Company; and (D3) the Company Company, upon request for written acknowledgment of such satisfaction and discharge, has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each Counsel stating that the all conditions precedent under this Supplemental Indenture relating to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Supplemental Indenture have been complied with. With respect to the foregoing clause (1), the Company’s and the Guarantors’ obligations under Section 8.06 of the Base Indenture shall survive such satisfaction and discharge to the extent provided in the Base Indenture. With respect to the foregoing clause (2), the Company’s and the Guarantors’ obligations in Sections 2.13, 4.01, 4.02, 4.13, 8.05 and 8.06 hereof and Section 8.06 of the Base Indenture shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s and the Guarantors’ obligations in Sections 8.05 and 8.06 hereof and Section 8.06 of the Base Indenture shall survive. After any such irrevocable deposit, the Trustee upon written request of the Company shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Notes and this Supplemental Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Tax Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 13.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: : (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Optional Repurchase Date, the Maturity Date, upon conversion Conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; ; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be convertedConverted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); ; (C) the Company has paid all other amounts payable by it under this Indenture; and and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.been

Termination of Company's Obligations. This Indenture and the other Indenture Documents will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, Asset Sale Excess Proceeds Offer Purchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this IndentureIndenture and the other Indenture Documents; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture and the other Indenture Documents have been satisfied; provided, however, that Article 10 Section 10.06 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee and the Collateral Agent (if applicable) will acknowledge the satisfaction and discharge of this IndentureIndenture and the other Indenture Documents.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion ConsiderationConsideration consisting of cash, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, any other Conversion Consideration) ), in each case sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or or (iiB) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) that have not been delivered to the Trustee for cancellation: (i) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;; and (Bii) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to cash Conversion Consideration, the Conversion Agent, or, with respect to non-cash Conversion Consideration, the Holder, applicable transfer agent, or other appropriate agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentAgent or, with respect to non-cash Conversion Consideration, the Holder, applicable transfer agent, or other appropriate agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be dischargedExcept as otherwise provided in this Section 8.01, the Company may terminate its and will cease to be of further effect as to all Notes issued the Guarantors' obligations under this Indenture, whenIndenture and the Notes if: (A1) either: all the Notes then outstanding theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes that have been replaced pursuant 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 Section 2.13the Company or discharged from such trust) have (i) been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether on a Redemption Datepayable, a Fundamental Change Repurchase Date, and the Maturity Date, upon conversion Company has irrevocably deposited or otherwise) for caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of cash deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Conversion Considerationredemption, as applicable, that has been fixedthe case may be; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C2) the Company has paid all other amounts sums payable by it under this IndentureIndenture by the Company; and (D3) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each Counsel stating that the all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; providedcomplied with. With respect to the foregoing clause (1), however, that Article 10 the Company's and Section 11.01 will the Guarantors' obligations under Sections 7.07 and 14.08 shall survive such discharge andsatisfaction and discharge. With respect to the foregoing clause (2), until no Notes remain outstanding, Section 2.15 the Company's and the Guarantors' obligations of in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.10, 2.13, 4.01, 4.02, 4.13, 7.07, 7.08, 8.05, 8.06 and 14.08 shall survive until the TrusteeNotes are no longer outstanding. Thereafter, only the Paying Agent Company's and the Conversion Agent with respect to money or other property deposited with them will survive Guarantors' obligations in Sections 7.07, 8.05, 8.06 and 14.08 shall survive. After any such discharge. At the Company’s requestirrevocable deposit, the Trustee will upon written request of the Company shall acknowledge in writing the satisfaction and discharge of the Company's and the Guarantors' obligations under the Notes and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. This Indenture will be dischargedExcept as otherwise provided in this Section 8.01, the Company may terminate its and will cease to be of further effect as to all Notes issued the Guarantors’ obligations under this Indenture, whenIndenture and the Notes if: (A1) either: (a) all the Notes then outstanding theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes that have been replaced pursuant 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 Section 2.13the Company or discharged from such trust) have (i) been delivered to the Trustee for cancellation; or or (iib) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable (whether on a Redemption Datepayable, a Fundamental Change Repurchase Date, and the Maturity Date, upon conversion Company has irrevocably deposited or otherwise) for caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of cash deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Conversion Considerationredemption, as applicable, that has been fixedthe case may be; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C2) the Company has paid all other amounts sums payable by it under this IndentureIndenture by the Company; and (D3) the Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each Counsel stating that the all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with complied with. With respect to money or other property deposited with them will survive such discharge. At the foregoing clause (1), the Company’s requestand the Guarantors’ obligations under Sections 7.07 and 14.08 shall survive such satisfaction and discharge. With respect to the foregoing clause (2), the Company’s and the Guarantors’ obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.10, 2.13, 4.01, 4.02, 4.13, 7.07, 7.08, 8.05, 8.06 and 14.08 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s and the Guarantors’ obligations in Sections 7.07, 8.05, 8.06 and 14.08 shall survive. After any such irrevocable deposit, the Trustee will upon written request of the Company shall acknowledge in writing the satisfaction and discharge of the Company’s and the Guarantors’ obligations under the Notes and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (ix) been delivered to the Trustee for cancellation; or , (iiy) become due and payable (whether on a - 67 - Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Date or otherwise) for an amount of cash or (z) been converted (and the related Conversion Consideration, as applicable, that Consideration has been fixeddetermined); (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13)) and/or satisfy all conversions, as the case may be; (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the satisfaction and discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (iA) been delivered to the Trustee for cancellation; cancellation or (iiB) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, an Optional Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentHolder), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 11.06 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, and all Notes Liens will be released, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. #92925316v9 This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 Section 10.06 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This The Company may terminate all of its obligations under this Indenture will be discharged, and will cease if all sums required to be of further effect as to paid hereunder have been paid and all Notes issued under this Indenture, when: (A) all Notes then outstanding Securities previously authenticated and delivered (other than Notes mutilated, destroyed, lost or stolen Securities which have been replaced pursuant to Section 2.13or paid) have (i) been delivered to the Trustee for cancellation; cancellation or if: (ii1) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion Securities mature within one year or otherwise) all of them are to be called for an amount redemption within one year under arrangements satisfactory to the Trustee for giving the notice of cash or Conversion Consideration, as applicable, that has been fixedredemption; (B2) the Company has caused there to be irrevocably deposited deposits in trust with the TrusteeTrustee money or U.S. Government Obligations sufficient to pay principal of, or with the Paying Agent (orinterest on and Liquidated Damages, if any, with respect to Conversion Considerationto, the Conversion Agent)Securities to maturity or redemption, in each as the case for may be. Immediately after making the benefit deposit, the Company shall give notice of the Holders, or has otherwise caused there to be delivered such event to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13)Securityholders; (C3) the Company has paid or caused to be paid all other amounts sums then payable by it under this Indenturethe Company to the Trustee hereunder as of the date of such deposit; and (D4) the Company has delivered to the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel, each stating that the all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been satisfied; providedcomplied with. The Company may make the deposit only during the one-year period and only if Article 11 permits it. However, howeverthe Company's obligations in Sections 2.03, that 2.04, 2.05, 2.06, 2.07, 2.10, 2.11, 4.01, 4.02, 7.07, 7.08, 8.02, 8.03 and 8.04, and in Article 10 and Section 11.01 will shall survive such discharge and, until the Securities are no Notes remain longer outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At Thereafter the Company’s request's obligations in Sections 7.07 and 8.03 shall survive. After a deposit pursuant to this Section 8.01, the Trustee will upon request shall acknowledge in writing the satisfaction and discharge of the Company's obligations under the Securities and this IndentureIndenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal, interest on or Liquidated Damages, if any, with respect to, the Securities, the U.S. Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 12 and Section 11.01 14.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s requestrequest contained in an Officer’s Certificate and at the expense of the Company, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: : (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; ; (B) the Company or the Guarantor has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentHolders), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.132.12); ; (C) the Company and the Guarantor has paid all other amounts payable by it under this IndentureIndenture with respect to the Notes; and and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 rights, privileges and Section 11.01 immunities of the Trustee and the Company’s and the Guarantor’s obligations in connection therewith will survive such discharge and, until no Notes remain outstanding, Section 2.15 2.14 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed; (B) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion AgentHolder), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 11 and Section 11.01 12.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Termination of Company's Obligations. This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when: (A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or or (iiB) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) that have not been delivered to the Trustee for cancellation: (i) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;; and (Bii) the Company has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13); (C) the Company has paid all other amounts payable by it under this Indenture; and (D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied; provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge. At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.