Common use of Termination of the Co-Issuers’ Obligations Clause in Contracts

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) any Co-Issuer or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any Co-Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations Obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations Obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal principal, premium and premiumAdditional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens liens in connection with such borrowingsborrowing) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) any the Co-Issuer Issuers or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any the Co-Issuer has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal principal, premium and premiumaccrued interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) any Co-Issuer or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any Co-Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations Obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations Obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 6, Section 7 or Section 7 8 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under under, this Indenture; (3) any the Co-Issuer Issuers or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any the Co-Issuer has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Termination of the Co-Issuers’ Obligations. (a) The Co-Issuers may terminate their obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to (except that (i) the Co-Issuers’ obligations under Section 10.5, (ii) the Trustee’s and the Paying Agent’s obligations under Sections 11.2 and 11.3 and (iii) the Noteholders’ and the Trustee’s obligations under Section 13.13 shall survive) when all Outstanding Notes theretofore authenticated and issued hereunder and then outstanding(other than destroyed, except those obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all lost or stolen Notes that have been authenticated, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, paid) have been delivered to the Trustee for cancellation; or, the Co-Issuers have paid all sums payable hereunder and under each other Indenture Document and all commitments to extend credit under all Variable Funding Note Purchase Agreements have been terminated. (b) all Notes that have not been delivered In addition, except as may be provided to the contrary in any Supplement, the Co-Issuers may terminate all of their obligations under the Indenture and obtain the release of all Collateral if: (i) the Co-Issuers irrevocably deposit in trust with the Trustee for cancellation have become due and payable by reason or at the option of the mailing of Trustee, with a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant trustee reasonably satisfactory to Section 5the Control Party, Section 6 or Section 7 of the Notes Trustee and the Co-Issuers have irrevocably deposited under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or caused to be deposited with the Trustee as trust funds U.S. Government Obligations in trust solely for the benefit of the Holders, cash or Cash Equivalents in an amount sufficient (including scheduled interest payments on any such U.S. dollars, non-callable Government Securities, or a combination thereofObligations), in amounts as shall be sufficient, without consideration the opinion of any reinvestment a nationally recognized firm of interest, to pay and discharge the entire Indebtedness on the Notes not independent certified public accountants expressed in a written certification thereof delivered to the Trustee for cancellation for principal and Trustee, to pay, when due, all principal, premium, if any, and accrued interest on the Notes to maturity, redemption or prepayment, as the case may be, and to pay all other sums payable by them hereunder and under each other Indenture Document; provided, however, that (A) 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 date Trustee and (B) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of maturity or redemptionsuch U.S. Government Obligations to the payment of said principal and interest with respect to the Notes and such other sums; (2ii) the Co-Issuers deliver to the Trustee an Officer’s Certificate of the Co-Issuers stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel to the same effect; (iii) the Co-Issuers deliver to the Trustee an Officer’s Certificate of the Co-Issuers stating that no Early Amortization Event, Default or Event of Default has occurred and is continuing on the date of such deposit; (iv) if such termination occurs during a different calendar year than the deposit (other than Series Scheduled Maturity Date of the affected Notes, the Co-Issuers deliver to the Trustee an Event Opinion of Default resulting from Counsel to the borrowing effect that such termination of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowings) and the deposit Co-Issuers’ obligations shall not result in a breach the recognition of income or violation of, or constitute a default under this Indenturegain by the Noteholders at the time of such termination; (3v) any Co-Issuer or any Guarantor has paid or caused the Trustee shall have received Rating Agency Confirmation Letters from each Rating Agency rating each Series of Notes then Outstanding, with the applicable Rating Agency confirming the applicable rating on each such Series of Notes Outstanding with respect to be paid all sums payable by them under such deposit and termination of obligations pursuant to this IndentureSection 11.1; and (4vi) any all commitments under all Variable Funding Note Purchase Agreements have been terminated. Upon such termination, the Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Trustee, on demand of the Co-Issuer has delivered irrevocable instructions Issuers, shall execute proper instruments prepared by the Co-Issuers acknowledging confirmation of and discharge under the Indenture. (c) In addition, except as may be provided to the contrary in any Series Supplement, the Co-Issuers, solely in connection with any optional or mandatory prepayment or redemption in full of all Outstanding Notes, may terminate all of their obligations under the Indenture and obtaining the release of all Collateral in respect thereof if: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or a trustee reasonably satisfactory to the Control Party, the Trustee under this Indenture and the Co-Issuers funds or Permitted Investments having scheduled interest payments thereon sufficient to apply the deposited money toward the payment of pay in full when due all principal, premium, if any, and interest on the Notes at maturity to the applicable prepayment or on the Redemption Dateredemption date, as the case may be. In addition, and to pay all other sums payable by them hereunder and under each other Indenture Document; provided, however, that the Trustee shall have been irrevocably instructed to apply such funds to the payment of such principal, premium, if any, and interest with respect to the Notes and such other sums; (ii) the Co-Issuers must deliver an irrevocable notice of prepayment or redemption in full in accordance with the terms of the Indenture with respect to all Outstanding Notes and the date of prepayment or redemption as specified in such notice is not longer than twenty (20) Business Days after the date of such notice; (iii) the Co-Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel to the Trustee each Co-Issuer stating that all conditions precedent to satisfaction and discharge of the Indenture have been satisfiedcomplied with, and an Opinion of Counsel to the same effect; and (iv) all commitments under all Variable Funding Note Purchase Agreements have been terminated and all amounts due and payable hereunder and thereunder (including all Outstanding Principal Amounts hereunder and all accrued interest and fees thereon) shall have been paid in full, in each case on or before the date such deposit is made. Upon such termination, the Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Trustee, on the demand and at the expense of the Co-Issuers, shall execute proper instruments prepared by the Co-Issuers acknowledging confirmation of and discharge under the Indenture. (d) After the conditions set forth in Section 11.1(a) or (c) have been met, or after such irrevocable deposit is made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth therein have been met, the Trustee upon request shall acknowledge in writing the discharge of the Securitization Entities’ obligations under the Indenture except for those surviving obligations specified above and shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Collateral and documents then in the custody or possession of the Trustee promptly to the applicable Co-Issuers and Securitization Entities at the expense of the Co-Issuers. (e) In order to have money available on a Payment Date to pay principal, and premium, if any, or interest on the Notes and the other sums referred to above, the U.S. Government Obligations shall be payable as to principal, and premium, if any, or interest at least one (1) Business Day before such payment date in such amounts as will provide the necessary money. The U.S. Government Obligations shall not be callable at the issuer’s option. (f) The representations and warranties set forth in Article VII shall survive for so long as any Series of Notes are Outstanding, and except pursuant to Section 9.7, may not be waived with respect to any Series of Notes Outstanding. (g) The Co-Issuers and the Noteholders hereby agree that, if any funds remain on deposit in the Collection Account after the termination of the Indenture, such amounts shall be released by the Trustee and paid to the Co-Issuers.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) any Co-Issuer or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any Co-Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal principal, premium and premiumAdditional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowingsdeposit) and the deposit shall not result in a breach or violation of, or constitute a default under this Indentureunder, any other instrument to which any Co-Issuer or any of its Restricted Subsidiaries is a party or by which any Co-Issuer or any of its Restricted Subsidiaries is bound; (3) any Co-Issuer or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any Co-Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations under the Notes and this (a) This Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall will be discharged and shall will cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01hereunder, when: (1) either: (ai) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trustIssuers, have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holdersholders, cash or Cash Equivalents in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as shall will be sufficient, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal principal, premium and premiumAdditional Interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than an Event of a Default resulting from the borrowing of funds to be applied to such deposit including and the incurrence grant of Liens in connection with any Lien securing such borrowingsborrowing) and the deposit shall will not result in a breach or violation of, or constitute a default under this Indentureunder, any other material instrument to which any Co-Issuer is a party or by which any Co-Issuer is bound; (3) any the Co-Issuer or any Guarantor has Issuers have paid or caused to be paid all sums payable by them under this Indenture; and (4) any the Co-Issuer has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at maturity the Maturity Date or on the Redemption Date, as the case may be. In addition, the The Co-Issuers must deliver shall each have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent providing for or relating to the termination of such Co-Issuer’s obligations under the Notes and this Indenture have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge have been satisfieddoes not result in a default under the Senior Credit Agreement, Senior Subordinated Credit Agreement or any other material agreement or instrument then known to such counsel that binds or affects such Co-Issuer.

Termination of the Co-Issuers’ Obligations. (a) The Co-Issuers may terminate their obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstandingIndenture, except those obligations referred to in the penultimate last paragraph of this Section 8.01, when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, ) have been delivered to the Trustee for cancellation; or or (bB) all such Notes that have not been theretofore delivered to the such Trustee for cancellation have become due and payable by reason of the mailing making of a notice of redemption or otherwise or will become due and payable within one year or have been are to be called for redemption pursuant within one year under arrangements satisfactory to Section 5the Trustee for the giving of notice of redemption by the Trustee in the name, Section 6 or Section 7 and at the expense, of the Notes Co-Issuers and the Co-Issuers have or any Guarantor, if any, has irrevocably deposited or caused to be deposited with the such Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as shall will be sufficient, sufficient without consideration of any reinvestment of interest, interest to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption; (2ii) no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit) with respect to this Indenture or the Notes shall have occurred and is be continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence or shall occur as a result of Liens in connection with such borrowings) deposit and the such deposit shall will not result in a breach or violation of, or constitute a default under this the Credit Agreement or any other material agreement or instrument (other than the Indenture; (3) to which any Co-Issuer is a party or by which any Co-Issuer or any Guarantor has Guarantor, if any, is bound; (iii) the Co-Issuers have paid or caused to be paid all sums payable by each of them under this Indenturehereunder; and (4iv) any the Co-Issuer has Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for or relating to the termination of the Co-Issuers’ obligations under the Notes and this Indenture have been complied with and shall have delivered irrevocable instructions to the Trustee under pursuant to this Indenture to apply the deposited money toward the payment of the such Notes at maturity or on the Redemption Date, as the case may be. In additionAfter such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Co-Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified in clause (b) below. (b) Subject to the next sentence and notwithstanding the foregoing paragraph, the Co-Issuers must deliver an Officer’s Certificate Issuers’ obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and an Opinion of Counsel 8.06 shall survive until the Notes are no longer outstanding pursuant to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedlast paragraph of Section 2.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal principal, premium and premiumaccrued interest, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowingsLiens) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) any Co-Issuer or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any Co-Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Termination of the Co-Issuers’ Obligations. The Co-Issuers may terminate their obligations Obligations under the Notes and this Indenture and the obligations of the Guarantors under the Note Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder and then outstanding, except those obligations Obligations referred to in the penultimate paragraph of this Section 8.01, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from the trust, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year or have been called for redemption pursuant to Section 5, Section 6 or Section 7 of the Notes and the Co-Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) any the Co-Issuer Issuers or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) any the Co-Issuer has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.