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

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 and in Section 9.7 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture if: (except those obligations referred to in the immediately succeeding paragrapha) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (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, or if and (2) the Company irrevocably deposits in trust with the Trustee money immediately available funds or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, sufficient to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to redemption, as the date fixed for redemption and to pay all other sums payable by it hereundercase may be. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under However, the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 Sections 2.03, 2.04, 2.05, 2.06, 2.07, 3.01, 3.04, 6.07 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 6.08 shall survive until the Securities are no longer outstanding. Thereafter, Thereafter the Company's obligations in such paragraph 12 and in Section 9.7 6.07 shall survive. After such irrevocable depositUpon receipt, in the case of clause (a) or (b) above in this Section 7.01, by the Trustee of an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, Indenture except for those surviving obligations specified above. 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 on or 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. The This Indenture shall cease to be of further effect (except that the Company's obligations under Sections 7.07 and 8.03, and application of funds to the payment of Notes, shall survive) when all outstanding Notes theretofore authenticated and issued have been delivered to the Trustee for cancellation, and the Company has paid all sums payable hereunder. In addition, the Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3's obligations under Sections 7.07 and 8.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if if: (1) the Company irrevocably deposits in trust with the Trustee money or non-callable U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interestas certified by an Officers' Certificate, to pay the principal of and premiumof, Liquidated Damages, if any, and interest on the Securities then outstanding Notes to maturity or to redemption, as the date fixed for redemption case may be, and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and ; and (2) the Company shall have delivered delivers to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel satisfactory to the Trustee that effect the Holders of the Notes should not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 8.01 and that all other conditions will be subject to such deposit federal income tax on the same amount and in the same manner and at the same times as would have been complied withthe case if such option had not been exercised. The However, the Company's obligations in paragraphs 8 Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.01, 7.07, 8.03 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 8.04 shall survive until the Securities Notes are no longer outstanding. Thereafter, only the Company's obligations in such paragraph 12 Sections 7.07 and in Section 9.7 8.03 shall survive. After such irrevocable deposita deposit made pursuant to this Section 8.01, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Subject to applicable rules of any stock exchange or system on which the Securities are listed or quoted, the Company may terminate all of its obligations under the Securities and this Indenture (except excepting those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee or the Paying Agent for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee or the Paying Agent, pursuant to a written trust agreement satisfactory to the Trustee, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and an Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and 12 paragraph 13 of the Securities, Securities and in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 2.12, 6.1, 6.2, 9.7, 9.8 9.8, 10.4 and 10.4, and in Articles 2 and Article 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 13 and in Section 9.7 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 10.01 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied witheffect. The Company's obligations in paragraphs 8 and paragraph 12 of the Securities, Securities and in Sections 6.12.03, 6.22.04, 9.72.05, 9.8 2.06, 2.07, 6.01, 9.07, 9.08 and 10.4, 10.04 and in Articles 2 and Article 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 and in Section 9.7 9.07 shall survive. After such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture if: (except those obligations referred to in the immediately succeeding paragrapha) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (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, or if and (2) the Company irrevocably deposits in trust with the Trustee money immediately available funds or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, sufficient to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to redemption, as the date fixed for redemption and to pay all other sums payable by it hereundercase may be. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under However, the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's ’s obligations in paragraphs 8 Sections 2.03, 2.04, 2.05, 2.06, 2.07, 3.01, 3.04, 6.07 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 6.08 shall survive until the Securities are no longer outstanding. Thereafter, Thereafter the Company's ’s obligations in such paragraph 12 and in Section 9.7 6.07 shall survive. After such irrevocable depositUpon receipt, in the case of clause (a) or (b) above in this Section 7.01, by the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Securities and this Indenture, Indenture except for those surviving obligations specified above. 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 on or 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. The Company may terminate all of its obligations under the Securities Debentures and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities of the Debentures previously authenticated and delivered (other than destroyed, lost or stolen Securities Debentures which have been replaced or paid or Securities Debentures for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, sufficient without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities Debentures then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and 12 paragraph 13 of the SecuritiesDebentures, in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 6.1, 6.26.3, 9.7, 9.8 and 10.4, and in Articles 2 and Article 4 shall survive until the Securities Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 13 and in Section 9.7 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities Debentures and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 and in Section Sections 3.8 and 9.7 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture if: (except those obligations referred to in the immediately succeeding paragrapha) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, ; or (1) the Securities mature within one year or if 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 (2) the Company irrevocably deposits in trust with the Trustee money immediately available funds or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, sufficient to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to redemption, as the date fixed for redemption and to pay all other sums payable by it hereundercase may be. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under However, the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's ’s obligations in paragraphs 8 Sections 2.03, 2.04, 2.05, 2.06, 2.07, 3.01, 3.04, 6.07 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 6.08 shall survive until the Securities are no longer outstanding. Thereafter, Thereafter the Company's ’s obligations in such paragraph 12 and in Section 9.7 6.07 shall survive. After such irrevocable depositUpon receipt, in the case of clause (a) or (b) above in this Section 7.01, by the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Securities and this Indenture, Indenture except for those surviving obligations specified above. 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 on or 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. The Company may terminate all This Indenture shall cease to be of its further effect (except that the Company's obligations under the Section 7.7 and 8.3 shall survive) when all outstanding Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously theretofore authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) issued have been delivered to the Trustee for cancellation and the Company has paid all 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 and 8.3) if: (1) the Securities mature within one year or if 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 (2) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as sufficient to pay principal and interest in such amounts (and at such times as are sufficientsufficient in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to redemption, as the date fixed for redemption case may be, and to pay all other sums payable by it hereunder. The Company may make an irrevocable the deposit pursuant to this Section 10.1 only during the one-year period and only if at such time it is not prohibited from doing so under the provisions of Article 5 11 permits it. and in either case the Company shall have has delivered to the Trustee and any such Paying Agent an Officers' Certificate and an Opinion of Counsel to that effect and each stating that all other conditions precedent provided for herein relating to such deposit the discharge of this Indenture have been complied with. The However, the Company's obligations in paragraphs 8 Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.1, 4.4, 4.5, 7.7, 7.8, 8.3 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, 8.4 and in Articles 2 and 4 Article 10, shall survive until the Securities are no longer outstanding. Thereafter, only the Company's obligations in such paragraph 12 Sections 7.7 and in Section 9.7 8.3 shall survive. After such irrevocable deposita deposit made pursuant to this Section 8.1, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, Indenture except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities of any series and this Indenture with respect to the Securities of such series if either (except those obligations referred to in the immediately succeeding paragraph1) if all Securities of such series previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money (or, if permitted by the terms of such Securities, securities) has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.38.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, cancellation; or if (2) (i) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, sufficient to pay the principal of and premiuminterest, if any, and interest on the all Securities then outstanding to maturity of such series not theretofore cancelled or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all for cancellation (other conditions to such deposit than destroyed, lost or stolen Securities which have been complied with. replaced or paid or Securities for whose payment money (or, if permitted by the terms of such Securities, The Company's obligations in paragraphs 8 Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 and 12 8.03 of the Securitiesthis Indenture, in Sections 6.1however, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 shall survive until the Securities of such series are no longer outstanding. Thereafter, the Company's obligations in such Sections 7.07 and 8.03 shall survive. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Securities of any series, if money or U.S. Government Obligations shall have been deposited with the Trustee pursuant to clause (2) of the first paragraph 12 of this Section, the obligations of the Trustee under Section 8.02 and in the second sentence of Section 9.7 8.03 shall survive. After such irrevocable deposita deposit and if all other conditions thereto are met, the Trustee upon request for the Securities of such series shall acknowledge in writing the be required to execute an instrument acknowledging satisfaction and discharge of the Company's obligations under the Securities and this IndentureIndenture with respect to such Securities, except for those surviving obligations specified above; provided, however, that the Trustee shall not be required to execute such instrument until the expiration of 90 days after the date of a deposit and that such instrument may be made subject to the condition that such deposit had been in compliance with any applicable terms of the Securities of such series relating to subordination (as contemplated by Article Ten and Section 2.02). In order to have money available on a payment date to pay the principal of or interest, if any, on 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. U.S. Government Obligations shall not be callable at the issuer's opinion.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except exception those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably 42 deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunderhereunder provided that, as long as any Bank Credit Agreement shall be in force and effect, at least five Business Days prior to making such payment of deposit, the Company shall give notice to the lender(s) under any Bank Credit Agreement then in force, of its intention to make such payment or deposit. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Officer's Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and paragraph 12 of the Securities, in Sections Section 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and Article 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 and in Section 9.7 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 10.01 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' ’ Certificate and Opinion of Counsel to that effect and that all other conditions effect; the Trustee may also request the Company to furnish, at the Company’s expense, a verification report of a certified public accountant as to the sufficiency of such deposit have been complied withdeposit. The Company's ’s obligations in paragraphs 8 and paragraph 12 of the Securities, Securities and in Sections 6.12.03, 6.22.04, 9.72.05, 9.8 2.06, 2.07, 6.01, 9.07, 9.08 and 10.4, 10.04 and in Articles 2 and Article 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's ’s obligations in such paragraph 12 and in Section 9.7 9.07 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's ’s obligations under the Securities and this Indenture, except for those surviving obligations specified above. "U.S. Government Obligations" means direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred if all sums required to in the immediately succeeding paragraph) if be paid hereunder have been paid and all Securities previously authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3paid) have been delivered to the Trustee for cancellation and or if: (1) the Company has paid Securities mature within one year or all sums payable by it hereunder, or if of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; (2) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, sufficient to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to redemption, as the date fixed for redemption and to pay all other sums payable by it hereundercase may be. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under Immediately after making the provisions of Article 5 and deposit, the Company shall have give notice of such event to the Securityholders; (3) the Company has paid or caused to be paid all sums then payable by the Company to the Trustee hereunder as of the date of such deposit; and (4) the Company has delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and stating that all other conditions precedent provided for herein relating to such deposit the satisfaction and discharge of this Indenture have been complied with. The Company may make the deposit only during the one-year period and only if Article 10 permits it. However, the Company's obligations in paragraphs 8 Sections 2.03, 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 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 8.04 shall survive until the Securities are no longer outstanding. Thereafter, Thereafter the Company's obligations in such paragraph 12 Sections 7.07 and in Section 9.7 8.03 shall survive. After such irrevocable deposita deposit pursuant to this Section 8.01, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, Indenture except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or interest on 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. The Subject to applicable rules of any stock exchange or system on which the Securities are listed or quoted, the Company may terminate all of its obligations under the Securities and this Indenture (except excepting those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee or the Paying Agent for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee or the Paying Agent, pursuant to a written trust agreement satisfactory to the Trustee, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and an Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and 12 paragraph 13 of the Securities, Securities and in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 6.1, 6.2, 9.7, 9.8 9.8, 10.4 and 10.4, and in Articles 2 and Article 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 13 and in Section 9.7 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Subject to applicable rules of any stock exchange or system on which the Securities are listed or quoted, the Company may terminate all of its obligations under the Securities and this Indenture (except excepting those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee or the Paying Agent for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee or the Paying Agent, pursuant to a written trust agreement satisfactory to the Trustee, money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if (i) it has paid in full in cash all Designated Senior Indebtedness or obtained prior written consent of the Designated Senior Lender to make such deposit and (ii) at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and an Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and 12 paragraph 13 of the Securities, Securities and in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 6.1, 6.2, 9.7, 9.8 9.8, 10.4 and 10.4, and in Articles 2 and Article 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 13 and in Section 9.7 shall survive. After such irrevocable deposit, if in compliance with Section 5.7, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 9 and 12 13 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 13 and in Section 9.7 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture if: (except those obligations referred to in the immediately succeeding paragrapha) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.3paid) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (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, or if and (2) the Company irrevocably deposits in trust with the Trustee money immediately available funds or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, sufficient to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to redemption, as the date fixed for redemption and to pay all other sums payable by it hereundercase may be. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under However, the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 Sections 2.03, 2.04, 2.05, 2.06, 2.07, 3.01, 3.04, 6.07 and 12 of the Securities, in Sections 6.1, 6.2, 9.7, 9.8 and 10.4, and in Articles 2 and 4 6.08 shall survive until the Securities are no longer outstanding. Thereafter, Thereafter the Company's obligations in such paragraph 12 and in Section 9.7 6.07 shall survive. After such irrevocable depositUpon receipt, in the case of clause (a) or (b) above in this Section 7.01, by the Trustee of an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, Indenture except for those surviving obligations specified above. 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 on or 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. The Company may terminate all of its obligations under the Securities and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.38.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and 12 paragraph 9 of the Securities, Securities and in Sections 6.12.03, 6.22.04, 9.72.05, 9.8 2.06, 2.07, 4.01, 7.07, 7.08 and 10.4, and in Articles 2 and 4 8.04 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 9 and in Section 9.7 7.07 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities Notes and this Indenture (except those obligations referred to in the immediately succeeding paragraph) if all Securities Notes previously authenticated and delivered (other than destroyed, lost or stolen Securities Notes which have been replaced or paid or Securities Notes for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.310.03 hereof) have been delivered to the Trustee for cancellation and the Company has paid all sums payable and to be paid by it hereunder, or if the Company irrevocably deposits in trust with the Trustee within 10 days of the applicable payment date, money or U.S. Government Obligations maturing as to principal Principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal Principal of and premium, if any, and interest on the Securities Notes then outstanding Outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunder. The Company may make an irrevocable deposit pursuant to this Section 10.1 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and paragraph 12 of the Securities, Notes and in Sections 6.12.03, 6.22.04, 9.72.05, 9.8 2.06, 2.07, 6.01, 9.07, 9.08 and 10.4, 10.04 and in Articles 2 and 4 Article IV hereof shall survive until the Securities Notes are no longer outstandingOutstanding. Thereafter, the Company's obligations in such paragraph 12 and in Section 9.7 9.07 hereof shall survive. After such an irrevocable depositdeposit by the Company under this Section 10.01, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities Notes and this Indenture, except for those surviving obligations specified above.

Termination of Company's Obligations. The Company may terminate all of its obligations under the Securities and this Indenture (except exception those obligations referred to in the immediately succeeding paragraph) if all Securities previously authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid or Securities for whose payment money has theretofore been held in trust and thereafter repaid to the Company, as provided in Section 10.310.03) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as are sufficient, without consideration of any reinvestment of such interest, to pay the principal of and premium, if any, and interest on the Securities then outstanding to maturity or to the date fixed for redemption and to pay all other sums payable by it hereunderhereunder provided that, as long as any Bank Credit Agreement shall be in force and effect, at least five Business Days prior to making such payment of deposit, the Company shall give notice to the lender(s) under any Bank Credit Agreement then in force, of its intention to make such payment or deposit. The Company may make an irrevocable deposit pursuant to this Section 10.1 10.01 only if at such time it is not prohibited from doing so under the provisions of Article 5 and the Company shall have delivered to the Trustee and any such Paying Agent an Officers' Officer's Certificate and Opinion of Counsel to that effect and that all other conditions to such deposit have been complied with. The Company's obligations in paragraphs 8 and paragraph 12 of the Securities, in Sections 6.1Section 2.03, 6.22.04, 9.72.05, 9.8 2.06, 2.07, 2.11, 6.01, 9.07, 9.08 and 10.410.04, and in Articles 2 and Article 4 shall survive until the Securities are no longer outstanding. Thereafter, the Company's obligations in such paragraph 12 and in Section 9.7 9.07 shall survive. After such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture, except for those surviving obligations specified above.