Common use of Termination of the Company’s Obligations Clause in Contracts

Termination of the Company’s Obligations. When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company's obligations under Section 7.07, substitution the Trustee's and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent's obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as required by a result of the Company's exercise of its option under this Section 8.3 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company's obligations in Section 7.07 and discharging the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer's option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged ("legal defeasance"), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, however(ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series, the Company's obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated applicable (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, Trustee in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) The Company may ----------------------------------------- terminate all of its obligations under the Company shall deliver to the Trustee for cancellation Debentures and this Indenture if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and deliveredreplaced or paid) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payableor if: (1) the Debentures 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; (2) the Company irrevocably deposits in trust with the Trustee money or direct non-callable obligations of, or are by their terms non-callable obligations guaranteed by, the United States for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), sufficient to become due pay principal of and payable within one year, whether at stated interest on the outstanding Debentures to maturity or upon redemption redemption, as the case may be, and immediately after making the deposit, the Company shall give notice of such event to the Debentureholders; provided, however, that if such irrevocable deposit in trust with the Trustee, in trust, monies and/or Trustee of cash or U.S. Government Obligations sufficient to pay at is made, the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount either an Opinion of Counsel with no material qualifications in form and interest accrued substance satisfactory to the Maturity Date Trustee to the effect that Holders of the Debentures (i) will not recognize income, gain or Redemption Dateloss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, as applicable, and if or an applicable favorable ruling to that effect is received from or published by the Internal Revenue Service; (3) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect Company to the Notes (except Trustee hereunder as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect date of such deposit; and (4) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in paragraph 9 of the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07 and 8.03, however, shall survive until the Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 9 and in Sections 7.07 and 8.03 shall survive. After such irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel as required by pursuant to this Section 8.3 and at 8.01, the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes and the Guarantees and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. dollars, monies and/or U.S. Government Obligations or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such Funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture by the Company with respect to the Notes), ; and the Trustee, on demand of (c) the Company accompanied by has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 stating that all conditions precedent under this Indenture relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; Notes have been complied with. All funds that remain unclaimed for one year will be paid to the Company and thereafter Holders must look to the Company for payment as general creditors. In addition, at the Company’s option, either (a) the Company shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the Guarantees (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes (“Covenant Defeasance”) after the applicable conditions set forth below have been satisfied: (1) the Company must irrevocably deposit with the Trustee in trust, for the benefit of the Holders cash in U.S. Dollars or non-callable U.S. government obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on an applicable redemption date; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable United States federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; provided, however, hereby agrees such Opinion of Counsel shall not be required if all the Notes will become due and payable on the Maturity Date within one year or are to reimburse be called for redemption within one year under arrangements satisfactory to the Trustee; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Event of Default or Default shall have occurred and be continuing on the date of such deposit (other than any costs Default arising from the substantially contemporaneous incurrence of Indebtedness to fund the deposit described above in clause (1)); (5) such Legal Defeasance or expenses thereafter reasonably and properly incurred Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture (other than any Default arising from the substantially contemporaneous incurrence of Indebtedness to fund the deposit described above in clause (1)) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the TrusteeCompany with the intent of preferring the Holders of the Notes over any other creditors of the Company or with the intent of defeating, and hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to compensate the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for any services thereafter reasonably and properly rendered by or relating to the Trustee, in connection with this Indenture Legal Defeasance or the NotesCovenant Defeasance have been complied with; and (8) the Company shall have delivered to the Trustee an Opinion of Counsel, to the effect that either (i) the Company has assigned all its ownership interest in the trust funds to the Trustee or (ii) the Trustee has a valid perfected security interest in the trust funds.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.04) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such interest, to pay at the Maturity Date Accreted Value of, and interest, if any, on the outstanding Securities to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which certified in a certificate of a nationally recognized firm of independent public accountants; PROVIDED that the Trustee shall have been mutilatedirrevocably instructed to apply such money to the payment of said Accreted Value and interest, destroyedif any, lost with respect to the Securities; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other Notes the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligation under the Securities and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1) This Indenture will be discharged and will cease to be of further effect as to all Securities issued hereunder, except those obligations referred to in the Company shall deliver to the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (ii) all Securities have otherwise become due and payable, payable or are by their terms to will become due and payable within one year, whether at stated maturity or upon redemption and (1) year hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities; and provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt or stolen and in lieu Guarantor Senior Debt pursuant to the provisions of Article Ten or in substitution for which other Notes Twelve, as the case may be; (c) no Default or Event of Default with respect to this Indenture or the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Indenture, the Credit Agreement, any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 Counsel, each stating that all conditions precedent providing for or relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of ’s obligations under the Securities and discharging this Indenture with respect have been complied with. Subject to the Notes; next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.05, however2.06, hereby agrees 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Securities are no longer outstanding pursuant to reimburse the last paragraph of Section 2.08. After the Securities are no longer outstanding, only the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge. After such delivery or irrevocable deposit, the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company’s and properly incurred by the Trustee, Guarantors’ obligations under the Securities and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen This Indenture will be discharged and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (iset forth below) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of and discharging this Indenture with respect when: (1) either: (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid as provided in Section 2.7 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Notes; the Company, however, hereby agrees Company or discharged from such trust) have been delivered to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and cancellation; or (b) all Notes not theretofore delivered to compensate the Trustee for any services thereafter reasonably cancellation have become due and properly rendered payable and the Company has irrevocably deposited or 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 deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid all other sums payable under this Indenture by the Trustee, in connection with Company; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.10, 7.7, 8.5 and 8.6 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the NotesTrustee upon request shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Notes and the Guarantees, as the case may be, and this Indenture except for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may ---------------------------------------- terminate all of its obligations under the Company shall deliver to the Trustee for cancellation Debentures and this Indenture if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and deliveredreplaced or paid) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payableor if: (1) the Debentures 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; (2) the Company irrevocably deposits in trust with the Trustee money or direct non-callable obligations of, or are by their terms non-callable obligations guaranteed by, the United States for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), sufficient to become due pay principal of and payable within one year, whether at stated interest on the outstanding Debentures to maturity or upon redemption redemption, as the case may be, and immediately after making the deposit, the Company shall give notice of such event to the Debentureholders; provided, however, that if such irrevocable deposit in trust with the Trustee, in trust, monies and/or Trustee of cash or U.S. Government Obligations sufficient to pay at is made, the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount either an Opinion of Counsel with no material qualifications in form and interest accrued substance satisfactory to the Maturity Date Trustee to the effect that Holders of the Debentures (i) will not recognize income, gain or Redemption Dateloss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, as applicable, and if or an applicable favorable ruling to that effect is received from or published by the Internal Revenue Service; (3) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect Company to the Notes (except Trustee hereunder as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect date of such deposit; and (4) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in paragraph 9 of the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07 and 8.03, however, shall survive until the Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 9 and in Sections 7.07 and 8.03 shall survive. After such irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel as required by pursuant to this Section 8.3 and at 8.01, the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and the obligations of the Guarantors under the Guarantees, as the case may be, and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.1, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.5) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article III, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trusttrust solely for the benefit of the Holders for that purpose, monies and/or U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes; and provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article X and Article XII; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture, the Notes or in substitution for which other Notes the Guarantees shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur immediately after giving effect to such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company’s and the Guarantors’ obligations under the Notes and the Guarantees, shall execute proper instruments acknowledging satisfaction of as the case may be, and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Senior Credit Facility (if then in effect) or any other material agreement or material instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.10, 4.1, 4.2, 7.7, 8.5 and 8.6 shall survive until the Notes are no longer outstanding pursuant to the Notes; last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, however8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company’s and properly incurred by the TrusteeGuarantors’ obligations under the Notes and the Guarantees, as the case may be, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company’s obligations under Section 7.07, substitution the Trustee’s and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent’s obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) money in the currency in which payment of the Securities of such series is to be made in an amount, or (y) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by the United States Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for United States Federal income tax purposes as required by a result of the Company’s exercise of its option under this Section 8.3 8.01(b) and will be subject to United States Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and discharging the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer’s option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private letter ruling issued by the United States Internal Revenue Service addressed to the Company, however(ii) a published ruling of the United States Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable United States Federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series, the Company’s obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.04) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee reasonably satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which certified in a certificate of a nationally recognized firm of independent public accountants; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such money to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligation under the Notes and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When The Company may terminate its obligations under the Notes and this Indenture and the obligations of the Guarantors, if any, under the Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either: (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company shall deliver and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation all Notes theretofore authenticated cancellation; or (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall (1) have become due and payable, payable or are by their terms to (2) will become due and payable within one year, whether or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at stated maturity or upon redemption the expense, of the Company, and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of maturity or Redemption Dateredemption, as applicablethe case may be, and if together with irrevocable instructions from the Company shall also pay directing the Trustee to apply such funds to the payment thereof at maturity or cause to be redemption, as the case may be; (2) the Company has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect ; and (3) the Company has delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging stating that all conditions precedent under this Indenture with respect relating to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably satisfaction and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with discharge of this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.1, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.5) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article III, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article X; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Facility (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen This Indenture will be discharged and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (iset forth below) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of and discharging this Indenture with respect when: (1) either: (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid as provided in Section 2.7 and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Notes; the Company, however, hereby agrees Company or discharged from such trust) have been delivered to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and cancellation; or (b) all Notes not theretofore delivered to compensate the Trustee for any services thereafter reasonably cancellation have become due and properly rendered payable and the Company has irrevocably deposited or 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 deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Company has paid all other sums payable under this Indenture by the Trustee, in connection with Company; and (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.10, 7.7, 8.5 and 8.6 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the NotesTrustee upon request shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Notes and the Guarantees, as the case may be, and this Indenture except for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may ------------------------------------------- terminate all of its obligations under the Company shall deliver to the Trustee for cancellation Debentures and this Indenture if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and deliveredreplaced or paid) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payableor if: (1) the Debentures 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; (2) the Company irrevocably deposits in trust with the Trustee money or direct non-callable obligations of, or are by their terms non-callable obligations guaranteed by, the United States for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), sufficient to become due pay principal of and payable within one year, whether at stated interest on the outstanding Debentures to maturity or upon redemption redemption, as the case may be, and immediately after making the deposit, the Company shall give notice of such event to the Debentureholders; provided, however, that if such irrevocable deposit in trust with the Trustee, in trust, monies and/or Trustee of cash or U.S. Government Obligations sufficient to pay at is made, the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount either an Opinion of Counsel with no material qualifications in form and interest accrued substance satisfactory to the Maturity Date Trustee to the effect that Holders of the Debentures (i) will not recognize income, gain or Redemption Dateloss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, as applicable, and if or an applicable favorable ruling to that effect is received from or published by the Internal Revenue Service; (3) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect Company to the Notes (except Trustee hereunder as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect date of such deposit; and (4) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in paragraph 9 of the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07 and 8.03, however, shall survive until the Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 9 and in Sections 7.07 and 8.03 shall survive. After such irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel as required by pursuant to this Section 8.3 and at 8.01, the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When This Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes, which shall survive until all Notes have been cancelled) as to all outstanding Notes when either: (1) all the Company shall deliver to the Trustee for cancellation all Notes theretofore that have been authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment U.S. Legal Tender has been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from this trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued or (a) all Notes not delivered to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to Trustee for cancellation otherwise (i) remaining rights of registration of transfer, substitution have become due and exchange of Notespayable, (ii) rights hereunder of Holders to receive payments of the principal amountwill become due and payable, including interest due with respect or may be called for redemption, within one year or (iii) have been called for redemption pursuant to the Notes redemption provisions of this Indenture and the other rightsNotes and, duties and obligations of Holdersin any case, as beneficiaries hereof with respect the Company has irrevocably deposited or caused to the amounts, if any, so be deposited with the Trustee as trust funds, in trust solely for the benefit of the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness (iiiincluding all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, (b) the rights, obligations and immunities Company has paid all sums payable by it under this Indenture, (c) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Trustee under this Indenture with respect Notes at maturity or on the date of redemption, as the case may be, and (d) the Company has delivered to the Notes), and the Trustee, on demand of the Company accompanied by Trustee an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of ’s obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Senior Credit Agreement or any other material instrument then known to such counsel that binds the Notes; the Company, however, hereby agrees to reimburse the Trustee for Company or any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the NotesSignificant Subsidiary.

Termination of the Company’s Obligations. When (1) The Company may terminate all of its obligations under the Company shall deliver Securities of any series and this Indenture with respect to the Trustee for cancellation such series if all Notes theretofore Securities of such series previously authenticated and delivered (other than any Notes destroyed, lost or stolen Securities of such series which have been replaced or paid) and all coupons appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 2.06, (ii) Securities and coupons which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 2.07, and delivered(iii) Securities and not coupons for whose payment money has theretofore canceledbeen deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.03 or (28.04) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable if: (1) the Securities of such series mature within one year, whether at stated maturity year or upon all of them are to be called for redemption and within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; (2) the Company shall deposit irrevocably deposits in trust with the Trustee, in trust, monies and/or U.S. Trustee money or Government Obligations sufficient to pay at principal of and any interest and Additional Amounts on the Maturity Date Securities of such series to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated the case may be (other than any Notes which moneys paid to the Company or discharged from trust in accordance with Section 4.03 or 8.04); and (3) the Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for cancellation, including the principal amount and interest accrued relating to the Maturity Date or Redemption Datesatisfaction and discharge of this Indenture have been complied with. The Company's obligations in Sections 2.03, as applicable2.04, 2.05, 2.06, 2.07, 7.07, 7.08, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect 8.03 with respect to the Notes (except Securities of such series, however, shall survive so long as to (i) remaining rights of registration of transferany principal of, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amountsinterest, if any, so deposited with or any Additional Amounts on the Securities of such series, and coupons appertaining thereto, remains unpaid. Thereafter the Company's obligations in Section 7.07 shall survive. After a deposit of such moneys, and delivery of the Officers' Certificate and Opinion of Counsel required by clause (3) above, the Trustee and (iii) upon request shall acknowledge in writing the rights, obligations and immunities discharge of the Trustee Company's obligations under the Securities of such series and this Indenture with respect to the Notes), and the Trustee, on demand Securities of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee such series except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may terminate all of its obligations under the Company shall deliver to the Trustee for cancellation Debentures and this Indenture if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and deliveredreplaced or paid) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payableor if: (1) the Debentures 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; (2) the Company irrevocably deposits in trust with the Trustee money or direct non-callable obligations of, or are by their terms non-callable obligations guaranteed by, the United States for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), sufficient to become due pay principal of and payable within one year, whether at stated interest on the outstanding Debentures to maturity or upon redemption redemption, as the case may be, and immediately after making the deposit, the Company shall give notice of such event to the Debentureholders; provided, however, that if such irrevocable deposit in trust with the Trustee, in trust, monies and/or Trustee of cash or U.S. Government Obligations sufficient to pay at is made, the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount either an Opinion of Counsel with no material qualifications in form and interest accrued substance satisfactory to the Maturity Date Trustee to the effect that Holders of the Debentures (i) will not recognize income, gain or Redemption Dateloss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, as applicable, and if or an applicable favorable ruling to that effect is received from or published by the Internal Revenue Service; (3) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect Company to the Notes (except Trustee hereunder as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect date of such deposit; and (4) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in paragraph 9 of the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07 and 8.03, however, shall survive until the Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 9 and in Sections 7.07 and 8.03 shall survive. After such irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel as required by pursuant to this Section 8.3 and at 8.01, the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may ------------------------------------------ terminate all of its obligations under the Company shall deliver to the Trustee for cancellation Debentures and this Indenture if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and deliveredreplaced or paid) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payableor if: (1) the Debentures 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; (2) the Company irrevocably deposits in trust with the Trustee money or direct non-callable obligations of, or are by their terms non-callable obligations guaranteed by, the United States for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), sufficient to become due pay principal of and payable within one year, whether at stated interest on the outstanding Debentures to maturity or upon redemption redemption, as the case may be, and immediately after making the deposit, the Company shall give notice of such event to the Debentureholders; provided, however, that if such irrevocable deposit in trust with the Trustee, in trust, monies and/or Trustee of cash or U.S. Government Obligations sufficient to pay at is made, the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount either an Opinion of Counsel with no material qualifications in form and interest accrued substance satisfactory to the Maturity Date Trustee to the effect that Holders of the Debentures (i) will not recognize income, gain or Redemption Dateloss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, as applicable, and if or an applicable favorable ruling to that effect is received from or published by the Internal Revenue Service; (3) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect Company to the Notes (except Trustee hereunder as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect date of such deposit; and (4) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in paragraph 9 of the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07 and 8.03, however, shall survive until the Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 9 and in Sections 7.07 and 8.03 shall survive. After such irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel as required by pursuant to this Section 8.3 and at 8.01, the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.1, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.5) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article III, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; PROVIDED that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities and, PROVIDED, FURTHER, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article X; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other Notes the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur immediately after giving effect to such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement (if then in effect) or any other material agreement or material instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.5, 2.6, 2.7, 4.1, 4.2, 7.7, 8.5 and 8.6 shall survive until the Securities are no longer outstanding pursuant to the Notes; last paragraph of Section 2.8. After the Securities are no longer outstanding, the Company's obligations in Sections 7.7, however8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (a) The Company and each Guarantor may terminate its obligations under the Securities and this Indenture, except those obligations referred to in Section 8.01(b), if: (1) the Company shall deliver to the Trustee for cancellation either (A) all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 8.04) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or (B) either (i) pursuant to Article 3, the Company shall have become due given notice to the Trustee and payablemailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice, or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption hereunder and the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee reasonably satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which certified in a certificate of a nationally recognized firm of independent public accountants; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such money to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities; (2) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other Notes the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (3) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (4) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that (A) all conditions precedent providing for the cost and expense termination of the Company's and any Guarantor's obligation under the Securities, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with and any Guarantee have been complied with, and (B) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Company or a Guarantor is a party or by which the Company or a Guarantor is bound. (b) Notwithstanding Section 8.01(a), the Company's obligations in Section 2.06, Section 2.07, Section 2.08, Section 2.12, Section 2.18, Section 4.01, Section 4.02 and Section 7.08 and any Guarantor's obligations in respect thereof shall survive until the Securities are no longer outstanding pursuant to the Notes; last paragraph of Section 2.12. After the Securities are no longer outstanding, the Company's obligations in Section 7.08, howeverSection 8.05 and Section 8.06 and any Guarantor's obligations in respect thereof shall survive. (c) After such delivery or irrevocable deposit, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, upon request, shall acknowledge in writing the discharge of the Company's and to compensate any Guarantor's obligations under the Trustee for any services thereafter reasonably Securities and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1) Except as otherwise provided in this Section 8.01, the Company shall deliver to may terminate its obligations under the Trustee for cancellation Notes and this Indenture if: (i) all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and deliveredthereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has paid all sums payable by it hereunder; or (ii) (A) all the Notes 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, (B) the Company deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, in trustas trust funds solely for the benefit of the Holders for that purpose, monies and/or money or U.S. Government Obligations sufficient to pay at principal, premium, if, any, and interest on the Maturity Date Notes to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicablecase may be, and if the Company shall also to pay or cause to be paid all other sums payable hereunder by the Companyit hereunder, then this Indenture shall cease to be (C) no Default or Event of further effect Default with respect to the Notes (except as to (i) remaining rights shall have occurred and be continuing on the date of registration of transfer, substitution and exchange of Notessuch deposit, (iiD) rights hereunder such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, (E) if at such time the Notes are listed on a national securities exchange, the Notes will not be delisted as a result of Holders to receive payments of such deposit, defeasance or discharge and (F) the principal amount, including interest due with respect Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 8.3 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and at 8.06 shall survive until the cost Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and expense 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations, shall execute proper instruments acknowledging satisfaction of as the case may be, under the Notes and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) Unless otherwise specified in a supplemental indenture as contemplated by Section 2.1 with respect to any series of Notes, the Company shall deliver may terminate its obligations under this Indenture with respect to any series of Notes, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 12.1, if all Notes theretofore of such series previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment money has theretofore been deposited with the Trustee or the paying agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 12.4) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Six, the Company shall have become due given notice to the Trustee and payablemailed a notice of redemption to each Noteholder of such series of the redemption of all of the Notes of such series under arrangements satisfactory to the Trustee for the giving of such notice, or are by their terms to (ii) all Notes of such series have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the holders of such series of notes for that purpose, money in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes of such series to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such money to the payment of said principal, destroyedpremium, lost if any, and interest with respect to such Notes and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of any other Senior Indebtedness pursuant to any subordination provision; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture applicable to such series or in substitution for which other the Notes of such series shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligation under such Notes and discharging this Indenture with respect applicable to the Notes; such Notes have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When The Company may terminate its obligations under the Securities and this Indenture as well as the obligations of the Guarantors under their respective Subsidiary Guarantees, except those obligations referred to in the penultimate paragraph of this Section 9.01, if : (1i) either (a) all the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated and delivered (other than any Notes except lost, stolen or destroyed Securities which have been destroyed, lost replaced or stolen paid and Securities for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (b) all Securities not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to become due and payable within one year, whether at stated maturity or upon have been called for redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and entire Indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Securities to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (ii) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and ; and (iii) the rights, obligations and immunities of Company has delivered to the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging stating that all conditions precedent under this Indenture with respect relating to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably satisfaction and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with discharge of this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Com- pany or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a -------- ------- certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments for the obligations of the principal amountCompany under Sections 2.03, including interest due 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.21 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes ("Covenant Defeasance") after the applicable conditions set forth below have been satisfied: (1) The Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the benefit of the Holders cash in U.S. Legal Tender, non-callable U.S. Government Obligations or a combination thereof (in the case of Dollar Notes) and euros or Euro Obligations (in the other rightscase of Euro Notes) that, duties to- gether with the payment of interest and obligations premium thereon and principal in respect thereof in accordance with their terms, will be sufficient, in the opinion of Holdersa nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all the principal of, premium, if any, and interest on the Notes on the dates such payments are due in accordance with the terms of such Notes, as beneficiaries hereof well as the Trustee's fees and expenses; provided, however, that no -------- ------- deposits made pursuant to this Section 8.01(1) shall cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; and provided, further, that, as confirmed by an Opinion of Counsel, no such -------- ------- deposit shall result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (2) No Event of Default or Default with respect to the amountsNotes shall have occurred and be continuing on the date of such deposit after giving effect to such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article Eight) or insofar as Events of Default pursuant to Section 6.01(6) or (7) are concerned, if any, so deposited with at any time in the period ending on the 91st day after the date of deposit; (3) The Company shall have delivered to the Trustee an Opinion of Counsel, to the effect that (A) either (i) the Company has assigned all its ownership interest in the trust funds to the Trustee or (ii) the Trustee has a valid perfected security interest in the trust funds and (iiiB) the rights, obligations and immunities assuming no intervening bankruptcy of the Company between the date of the deposit and the 124th day following the perfection of a security interest in the deposit and that no Holder is an insider of the Company, after the 124th day following the perfection of a security interest in the deposit, the trust funds will not be subject to avoidance as a preference under Section 547 of the Federal Bankruptcy Code. (4) The Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07; (5) No such deposit will result in a Default under this Indenture with respect or a breach or violation of, or constitute a default under, any other instrument or material agreement to which the Company or any of its Subsidiaries is a party or by which it or its property is bound; (6) The Company shall have delivered to the Notes), and Trustee an Officers' Certificate stating that the Trustee, on demand deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company accompanied by or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (8) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (9) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the effect that all conditions precedent to Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.3 subparagraph 7 above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable on the Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the cost and expense expense, of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When This Indenture will be satisfied and discharged and will cease to be of further effect (1) except as to surviving rights of registration of transfer or exchange of the Company shall deliver Debentures and except as to compensation and indemnity to the Trustee Trustee, as expressly provided for cancellation below) as to all Notes Outstanding Debentures when: (a) either (i) all the Debentures theretofore authenticated and delivered (other than any Notes except lost, stolen or destroyed Debentures which have been destroyed, lost replaced or stolen paid as provided in Section 2.8 and Debentures for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 2.5) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Debentures not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit thereafter has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and entire Indebtedness on the Debentures not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of and interest accrued on the Debentures to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof; (b) no default or Redemption DateEvent of Default with respect to this Indenture or the Debentures shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, as applicableor constitute a default under, and if any other instrument to which the Company is a party or by which it is bound; (c) the Company shall also pay or cause to be have paid all other sums payable by it hereunder by or under the Company, then this Indenture Debentures; and (d) the Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any instrument evidencing debt senior to the Notes; Debentures or any other agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, howeverthe Company's obligations in Sections 2.6, hereby agrees to reimburse 2.7, 2.9, 2.10 and 8.7 shall survive until the Trustee for any costs or expenses thereafter reasonably and properly incurred by Debentures are no longer Outstanding. After the TrusteeDebentures are no longer Outstanding, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, Company's obligations in connection with this Indenture or the NotesSection 8.7 shall survive.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company's obligations under Section 7.07, substitution the Trustee's and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent's obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) money in the currency in which payment of the Securities of such series is to be made in an amount, or (y) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ ' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by the United States Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for United States Federal income tax purposes as required by a result of the Company's exercise of its option under this Section 8.3 8.01(b) and will be subject to United States Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company's obligations in Section 7.07 and discharging the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer's option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged ("legal defeasance"), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private letter ruling issued by the United States Internal Revenue Service addressed to the Company, however(ii) a published ruling of the United States Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable United States Federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series, the Company's obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilated-------- irrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities and provided, further, that from and after the time of deposit, -------- ------- the money deposited shall not be subject to the rights of holders of Senior Debt or stolen and in lieu Guarantor Senior Debt pursuant to the provisions of Article Ten or in substitution for which other Notes Twelve, as the case may be; (c) no Default or Event of Default with respect to this Indenture or the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When The Company may terminate its obligations under the Notes and this Indenture as well as the obligations of the Guarantors under their respective Guarantees, except those obligations referred to in the penultimate paragraph of this Section 9.01, if : (1i) either (a) all the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to become due and payable within one year, whether at stated maturity or upon have been called for redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (ii) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and ; and (iii) the rights, obligations and immunities of Company has delivered to the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the first paragraph of this Section 8.3 9.01, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 8.07, 8.08, 9.05 and at 9.06 shall survive until the cost Notes are no longer outstanding. After the Notes are no longer outstanding, the Company's obligations in Sections 8.07, 8.08, 9.05 and expense 9.06 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's and Guarantors' obligations under the Notes, shall execute proper instruments acknowledging satisfaction of the Guarantees and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining any surviving rights of conversion or of registration of transfer, substitution and transfer or exchange of NotesSecurities expressly provided for herein and except that the Company’s obligations under Section 7.07, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Trustee’s and the other rights, duties Paying Agent’s obligations under Section 8.03 and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of and discharging this Indenture with respect to the NotesSecurities of that series, when: (1) either (A) all outstanding Securities of that series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of that series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, howeverand, hereby agrees in the case of clause (i), (ii) or (iii) above, the Company has irrevocably deposited or caused to reimburse be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for that purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of that series for principal and any costs interest and any Additional Amounts to the date of that deposit (in the case of Securities which have become due and payable) or expenses thereafter reasonably for principal, premium, if any, interest and any Additional Amounts to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly incurred fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of that series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of that series; and (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of that series, (i) money in the currency in which payment of the Securities of that series is to be made in an amount, or (ii) Government Obligations with respect to that series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of that series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal of and premium (if any) and interest on and any Additional Amounts with respect to all Securities of that series on each date that such principal, premium (if any), interest or Additional Amounts are due and payable and (at the Stated Maturity thereof or on redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply that money and/or the proceeds of those Government Obligations to the payment of said principal, premium (if any), interest and Additional Amounts with respect to the Securities of that series as the same shall become due; (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of that deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee confirming that the Holders of Securities of that series will 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(b) and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if that option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of that series pursuant to this Section 8.01; and (6) that deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In that event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 5.01, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of that series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of that series. After making the irrevocable deposit pursuant to this Section 8.01(b) and following satisfaction of the other conditions set forth herein, the Trustee on request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Securities of that series, except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on or any Additional Amounts with respect to the Securities, the Government Obligations shall be payable as to principal or interest on or before that payment date in such amounts as will provide the necessary money. Any such Government Obligations shall not be callable at the issuer’s option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of that series as contemplated by Section 2.01, the Company may elect to be discharged (“legal defeasance”) from its obligations to make payments with respect to Securities of that series, if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of that period); (2) unless otherwise specified with respect to Securities of that series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to that legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, (ii) a published ruling of the Internal Revenue Service or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of that series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting legal defeasance of the Securities of that series and an Officers’ Certificate stating that all conditions precedent with respect to legal defeasance of the Securities of that series have been complied with, together with an Opinion of Counsel to the same effect. In that event, the Company will be discharged from its obligations under this Indenture and the Securities of that series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of that series, the Company’s obligations under Sections 4.01, 4.02 and 5.01 shall terminate with respect to those Securities, and the entire indebtedness of the Company evidenced by those Securities shall be deemed paid and discharged. (d) If and to compensate the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to that series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of that series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of that series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for that redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any services thereafter reasonably and properly rendered the giving of notice of redemption by the TrusteeTrustee in the name, in connection with this Indenture or and at the Notesexpense, of the Company.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations re- ferred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilated-------- irrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities and provided, further, that from and after the time of deposit, -------- ------- the money deposited shall not be subject to the rights of holders of Senior Debt or stolen and in lieu Guarantor Senior Debt pursuant to the provisions of Article Ten or in substitution for which other Notes Twelve, as the case may be; (c) no Default or Event of Default with respect to this Indenture or the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Indenture, the Credit Agreement, any other ma- terial agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement or any other material agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) Except as otherwise provided in this Section 8.01, the Company shall deliver to may terminate its obligations under the Trustee for cancellation Notes and this Indenture if: (i) all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and deliveredthereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has paid all sums payable by it hereunder; or (ii) (A) all the Notes 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, (B) the Company deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, in trustas trust funds solely for the benefit of the Holders for that purpose, monies and/or U.S. Government money or Federal Republic of Germany Obligations sufficient to pay at principal, premium, if, any, and interest on the Maturity Date Notes to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicablecase may be, and if the Company shall also to pay or cause to be paid all other sums payable hereunder by the Companyit hereunder, then this Indenture shall cease to be (C) no Default or Event of further effect Default with respect to the Notes (except as to (i) remaining rights shall have occurred and be continuing on the date of registration of transfer, substitution and exchange of Notessuch deposit, (iiD) rights hereunder such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, (E) if at such time the Notes are listed on a national securities exchange, the Notes will not be delisted as a result of Holders to receive payments of such deposit, defeasance or discharge and (F) the principal amount, including interest due with respect Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 8.3 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and at 8.06 shall survive until the cost Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and expense 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations, shall execute proper instruments acknowledging satisfaction of as the case may be, under the Notes and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company ---------------------------------------- may terminate all of its obligations under the Company shall deliver to the Trustee for cancellation Debentures and this Indenture if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and deliveredreplaced or paid) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payableor if: (1) the Debentures 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; (2) the Company irrevocably deposits in trust with the Trustee money or direct non-callable obligations of, or are by their terms non-callable obligations guaranteed by, the United States for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), sufficient to become due pay principal of and payable within one year, whether at stated interest on the outstanding Debentures to maturity or upon redemption redemption, as the case may be, and immediately after making the deposit, the Company shall give notice of such event to the Debentureholders; provided, however, that if such irrevocable deposit in trust with the Trustee, in trust, monies and/or Trustee of cash or U.S. Government Obligations sufficient to pay at is made, the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount either an Opinion of Counsel with no material qualifications in form and interest accrued substance satisfactory to the Maturity Date Trustee to the effect that Holders of the Debentures (i) will not recognize income, gain or Redemption Dateloss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred, as applicable, and if or an applicable favorable ruling to that effect is received from or published by the Internal Revenue Service; (3) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect Company to the Notes (except Trustee hereunder as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect date of such deposit; and (4) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in paragraph 9 of the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07 and 8.03, however, shall survive until the Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 9 and in Sections 7.07 and 8.03 shall survive. After such irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel as required by pursuant to this Section 8.3 and at 8.01, the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) Except as otherwise provided in this Section 8.01, the Company shall deliver to may terminate its obligations under the Trustee for cancellation Notes and this Indenture if: (i) all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated replaced or Notes that are paid pursuant to Section 4.01 hereof or Notes for whose payment money or securities have theretofore been held in trust and deliveredthereafter repaid to the Company, as provided in Section 8.05 hereof) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has paid all sums payable by it hereunder; or (ii) (A) all of the Notes 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, (B) the Company deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, in trustas trust funds solely for the benefit of the Holders for that purpose, monies and/or U.S. money or European Government Obligations sufficient to pay at principal, premium, if, any, and interest on the Maturity Date Notes to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicablecase may be, and if the Company shall also to pay or cause to be paid all other sums payable hereunder by the Companyit hereunder, then this Indenture shall cease to be (C) no Default or Event of further effect Default with respect to the Notes (except as to (i) remaining rights shall have occurred and be continuing on the date of registration of transfer, substitution and exchange of Notessuch deposit, (iiD) rights hereunder such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, (E) if at such time the Notes are listed on a national securities exchange, the Notes will not be delisted as a result of Holders to receive payments of such deposit, defeasance or discharge and (F) the principal amount, including interest due with respect Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 8.3 7.07 hereof shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and at 8.06 of this Indenture shall survive until the cost Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and expense 8.06 of this Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations, shall execute proper instruments acknowledging satisfaction of as the case may be, under the Notes and discharging this Indenture with respect to the Notes; the CompanyIndenture, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, as trust funds in trusttrust solely for the benefit of the Holders for that purpose, monies and/or U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably -------- instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes. (c) no Default or stolen and in lieu Event of or in substitution for which other Notes Default shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such termination does not result in a default under the Bank Credit Agreement (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Noteslast paragraph of Section 2.

Termination of the Company’s Obligations. When (1) Except as otherwise provided in this Section 8.01, the Company shall deliver to may terminate its obligations under the Trustee for cancellation Notes and this Indenture if: (i) all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated replaced or Notes that are paid pursuant to Section 4.01 hereof or Notes for whose payment money or securities have theretofore been held in trust and deliveredthereafter repaid to the Company, as provided in Section 8.05 hereof) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has paid all sums payable by it hereunder; or (ii) (A) all of the Notes 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, (B) the Company deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, in trustas trust funds solely for the benefit of the Holders for that purpose, monies and/or money or U.S. Government Obligations sufficient to pay at principal, premium, if, any, and interest on the Maturity Date Notes to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicablecase may be, and if the Company shall also to pay or cause to be paid all other sums payable hereunder by the Companyit hereunder, then this Indenture shall cease to be (C) no Default or Event of further effect Default with respect to the Notes (except as to (i) remaining rights shall have occurred and be continuing on the date of registration of transfer, substitution and exchange of Notessuch deposit, (iiD) rights hereunder such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, (E) if at such time the Notes are listed on a national securities exchange, the Notes will not be delisted as a result of Holders to receive payments of such deposit, defeasance or discharge and (F) the principal amount, including interest due with respect Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 8.3 7.07 hereof shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and at 8.06 of this Indenture shall survive until the cost Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and expense 8.06 of this Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations, shall execute proper instruments acknowledging satisfaction of as the case may be, under the Notes and discharging this Indenture with respect to the Notes; the CompanyIndenture, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may ---------------------------------------- terminate all of its obligations under the Company shall deliver to the Trustee for cancellation Debentures and this Indenture if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and deliveredreplaced or paid) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payableor if: (1) the Debentures 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; (2) the Company irrevocably deposits in trust with the Trustee money or direct non-callable obligations of, or are by their terms non-callable obligations guaranteed by, the United States for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations"), sufficient to become due pay principal of and payable within one year, whether at stated interest on the outstanding Debentures to maturity or upon redemption redemption, as the case may be, and immediately after making the deposit, the Company shall give notice of such event to the Debentureholders; provided, however, that if such irrevocable deposit in trust with the Trustee, in trust, monies and/or Trustee of cash or U.S. Government Obligations sufficient to pay at is made, the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount either an Opinion of Counsel with no material qualifications in form and interest accrued substance satisfactory to the Maturity Date Trustee to the effect that Holders of the Debentures (i) will not recognize income, gain or Redemption Dateloss for Federal income tax purposes as a result of such deposit (and the defeasance contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the s ame times as would have been the case if such deposit and defeasance had not occurred, as applicable, and if or an applicable favorable ruling to that effect is received from or published by the Internal Revenue Service; (3) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect Company to the Notes (except Trustee hereunder as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect date of such deposit; and (4) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. The Company's obligations in paragraph 9 of the Debentures and in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 4.01, 7.07 and 8.03, however, shall survive until the Debentures are no longer outstanding. Thereafter, the Company's obligations in such paragraph 9 and in Sections 7.07 and 8.03 shall survive. After such irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel as required by pursuant to this Section 8.3 and at 8.01, the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes and the Guarantees and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. Dollars, monies and/or U.S. Government Obligations in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such Funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture by the Company with respect to the Notes), ; and the Trustee, on demand of (c) the Company accompanied by has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 stating that all conditions precedent under this Indenture relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; Notes have been complied with. All funds that remain unclaimed for one year will be paid to the Company upon Company Order and thereafter Holders must look to the Company for payment as general creditors. In addition, at the Company’s option, either (a) the Company shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the Guarantees (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes (“Covenant Defeasance”) after the applicable conditions set forth below have been satisfied: (1) the Company must irrevocably deposit with the Trustee in trust, for the benefit of the Holders, cash in U.S. Dollars or non-callable U.S. government obligations in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on an applicable redemption date; (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable United States federal income tax law, in either case, to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; provided, however, hereby agrees such Opinion of Counsel shall not be required if all the Notes will become due and payable on the Maturity Date within one year or are to reimburse be called for redemption within one year under arrangements satisfactory to the Trustee; (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Event of Default or Default shall have occurred and be continuing on the date of such deposit (other than any costs Default arising from the substantially contemporaneous incurrence of Indebtedness to fund the deposit described above in clause (1)); (5) such Legal Defeasance or expenses thereafter reasonably and properly incurred Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture (other than any Default arising from the substantially contemporaneous incurrence of Indebtedness to fund the deposit described above in clause (1)) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the TrusteeCompany with the intent of preferring the Holders of the Notes over any other creditors of the Company or with the intent of defeating, and hindering, delaying or defrauding any other creditors of the Company or others; (7) the Company shall have delivered to compensate the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for any services thereafter reasonably and properly rendered by or relating to the Trustee, in connection with this Indenture Legal Defeasance or the NotesCovenant Defeasance have been complied with; and (8) the Company shall have delivered to the Trustee an Opinion of Counsel, to the effect that either (i) the Company has assigned all its ownership interest in the trust funds to the Trustee or (ii) the Trustee has a valid perfected security interest in the trust funds.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company’s obligations under Section 7.07, substitution the Trustee’s and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent’s obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under Article VII shall survive), and the Trustee , on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the NotesSecurities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, as evidenced (in the case of clauses (y) and (z)) by a letter from an internationally recognized firm of independent public accountants in customary form delivered to the Trustee, to pay and discharge the entire indebtedness on demand the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company accompanied has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, as evidenced (in the case of clauses (ii) and (iii)) by a letter from an internationally recognized firm of independent public accountants in customary form delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent with respect to such covenant defeasance of the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as required by a result of the Company’s exercise of its option under this Section 8.3 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; and (4) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01. In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and expense the Trustee , on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and discharging the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer’s option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(3) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, however(ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Company’s respective obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Registrar for cancellation and not theretofore canceledthe Company has paid all sums payable by it hereunder, or (2) all and the Notes not theretofore canceled or Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for cancellation or relating to the termination of the Company's obligations under the Notes and this Indenture have been complied with, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, each Paying Agent and mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of any interest thereon, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes and; provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect ; and (c) the Company has delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as required by Section 8.3 and to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the cost Company’s option, either (a) the Company shall be deemed to have been Discharged from any and expense all obligations with respect to the Notes (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.14 through 4.16 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes (“Covenant Defeasance”) after the applicable conditions set forth below have been satisfied: (1) The Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the benefit of the Holders cash in U.S. Legal Tender, non-callable U.S. Government Obligations or a combination thereof that, together with the payment of interest and premium thereon and principal in respect thereof in accordance with their terms, will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all the principal of, premium, if any, and interest on the Notes on the dates such payments are due in accordance with the terms of such Notes, as well as the Trustee’s fees and expenses; provided, however, that no deposits made pursuant to this Section 8.01(1) shall cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; and provided, further, that, as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, the Trustee or the trust becoming or being deemed to be an “investment company” under the Investment Company Act of 1940; (2) No Event of Default or Default with respect to the Notes shall have occurred and be continuing on the date of such deposit after giving effect to such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article Eight), at any time in the period ending on the 91st day after the date of deposit; (3) The Company shall have delivered to the Trustee an Opinion of Counsel, to the effect that (A) either (i) the Company has assigned all its ownership interest in the trust funds to the Trustee or (ii) the Trustee has a valid perfected security interest in the trust funds and (B) assuming no intervening bankruptcy of the Company between the date of the deposit and the 124th day following the perfection of a security interest in the deposit and that no Holder is an insider of the Company, after the 124th day following the perfection of a security interest in the deposit, the trust funds will not be subject to avoidance as a preference under Section 547 of the Federal Bankruptcy Code. (4) The Company shall execute proper instruments acknowledging satisfaction have paid or duly provided for payment of and discharging all amounts then due to the Trustee pursuant to Section 7.07; (5) No such deposit will result in a Default under this Indenture with respect or a breach or violation of, or constitute a default under, any other instrument or material agreement to which the Company or any of its Subsidiaries is a party or by which it or its property is bound; (6) The Company shall have delivered to the NotesTrustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (8) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (9) The Company shall have delivered to the CompanyTrustee an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to Legal Defeasance or Covenant Defeasance, howeveras the case may be, hereby agrees have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by subparagraph 7 above need not be delivered if all Notes not theretofore delivered to reimburse the Trustee for any costs cancellation (i) have become due and payable, (ii) will become due and payable on the Maturity Date within one year, or expenses thereafter reasonably and properly incurred by the Trustee, and (iii) are to compensate be called for redemption within one year under arrangements satisfactory to the Trustee for any services thereafter reasonably and properly rendered the giving of notice of redemption by the TrusteeTrustee in the name, in connection with this Indenture or and at the Notesexpense, of the Company.

Termination of the Company’s Obligations. When (1a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights, or registration of transfer or exchange of the Company shall deliver Notes, as expressly provided for below) as to all Outstanding Notes when: (i) either (A) all the Trustee for cancellation all Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (B) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become will be due and payable within one yearyear or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, in trust, monies and/or Trustee cash or U.S. Government Obligations sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued and Liquidated Damages, if any, on the Notes to the earlier of the Stated Maturity or the Redemption Date together with irrevocable instructions from the Company directing the Trustee to apply such funds and/or the proceeds of such U.S. Government Obligations to the payment thereof at maturity or Redemption Dateredemption, as applicablethe case may be; (ii) no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, and if or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (iii) the Company shall also pay or cause to be have paid all other sums payable by it hereunder by or under the Company, then this Indenture Notes; and (iv) the Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any instrument evidencing debt senior to the Notes; Notes or any other agreement or instrument then known to such counsel that binds or affects the Company or the Company. Notwithstanding the foregoing paragraph, howeverthe Company's obligations in Sections 2.5, hereby agrees to reimburse 2.8, 2.9, 3.1, 3.2, 3.8, 7.7 and in this Article VIII shall ------------ --- --- --- --- --- --- ------------ survive until all Notes are no longer Outstanding. After all Notes are no longer Outstanding, the Company's obligations in Sections 7.7, 8.4 and 8.5 shall ----------------- --- survive. After such delivery or irrevocable deposit, the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1a) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to the Trustee for cancellation in this Section 8.01(a), if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated and delivered) and not theretofore canceledreplaced or paid or Notes for whose payment U.S. Legal Tender or U.S. Government Obligations, or (2a combination thereof, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (i) either (A) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (B) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (ii) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender or U.S. Government Obligations Obligations, or a combination thereof, in such amount as is sufficient without consideration of reinvestment of such interest, to pay at the Maturity Date or Redemption Dateprincipal, as applicablepremium (if any), all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen interest and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amountsLiquidated Damages, if any, so deposited with on the outstanding Notes to maturity or redemption, as well as the Trustee's fees and expenses; provided that the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect shall have been irrevocably instructed to apply such U.S. Legal Tender to the Notes)payment of said principal, premium interest and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture Liquidated Damages with respect to the Notes; provided, further, that no deposits made pursuant to this Section 8.01(a)(ii) shall cause the Trustee to have a conflicting interest as defined in and for the purposes of the TIA; provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness or Guarantor Senior Indebtedness pursuant to the provisions of Article Nine or Twelve and provided, further, that, as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.trust becoming or being deemed to be an "investment company" under the Investment Company Act;

Termination of the Company’s Obligations. When (1A) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to the Trustee for cancellation in Section 9.01(B), if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated and delivered) and not theretofore canceledreplaced or paid or Securities for whose payment United States Legal Tender or non-callable United States Government Obligations, or (2a combination thereof, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 9.05) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. as trust funds in trust solely for the benefit of the Holders for that purpose, United States Legal Tender or non-callable United States Government Obligations Obligations, or a combination thereof, in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal and interest on the Maturity Date outstanding Securities to maturity or Redemption Dateredemption, as applicablewell as the Trustee's fees and expenses; provided that the Trustee shall have been irrevocably instructed to apply such United States Legal Tender to the payment of said principal and interest with respect to the Securities; provided, all sums further, that no deposits made pursuant to this Section 9.01(b) shall cause the Trustee to have a conflicting interest as defined in and for the purposes of the TIA; provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Eight and provided, further, that, as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (c) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Credit Agreement or any other material instrument to which will become due with regard to all Notes theretofore authenticated the Company is a party or by which it is bound (other than any Notes a Default or Event of Default resulting from the incurrence of Indebtedness, all or a portion of which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredwill be used to defease the Securities concurrently with such incurrence); (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.04) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such interest, to pay at the Maturity Date principal of, premium, if any, and interest on the outstanding Securities to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which certified in a certificate of a nationally recognized firm of independent public accountants or investment bankers; provided that the Trustee shall have -------- been mutilatedirrevocably instructed to apply such money to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other Notes the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligation under the Securities and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1) The Notes and Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are payable (including by their terms to become due and payable within one year, whether at stated maturity or upon redemption and way of irrevocable instructions delivered by the Company shall deposit to the Trustee to effect the redemption of the Notes within six months of delivery of such instructions),and the Company has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount for Accreted Value, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect ; and (c) the Company has delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge this Indenture have been complied with; provided, however, that such counsel may rely, as required by Section 8.3 to matters of fact, on a certificate or certificates of officers of the Company. All funds that remain unclaimed for one year will be paid to the Company, and thereafter holders of the Notes must look to the Company for payment as general creditors. In addition, at the cost Company’s option, either (a) the Company shall be deemed to have been Discharged from any and expense all obligations with respect to the Notes (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.22 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes (“Covenant Defeasance”) after the applicable conditions set forth below have been satisfied: (1) The Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the benefit of the Holders of Notes cash in U.S. Legal Tender, non-callable U.S. Government Obligations or a combination thereof that, together with the payment of interest and premium thereon and principal in respect thereof in accordance with their terms, will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all the Accreted Value of, premium, if any, and interest on the Notes on and as of the stated maturity date for payment thereof or on the applicable redemption date in accordance with the terms of the Notes, as well as the Trustee’s fees and expenses; provided, however, that no deposits made pursuant to this Section 8.01(1) shall cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; and provided, further, that, as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, the Trustee or the trust becoming or being deemed to be an “investment company” under the Investment Company Act of 1940; (2) No Event of Default or Default with respect to the Notes shall have occurred and be continuing on the date of such deposit after giving effect to such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article Eight) or insofar as Events of Default pursuant to Section 6.01(vi) or (vii) are concerned, at any time in the period ending on the 91st day after the date of deposit; (3) The Company shall have delivered to the Trustee an Opinion of Counsel, to the effect that (A) either (i) the Company has assigned all its ownership interest in the trust funds to the Trustee or (ii) the Trustee has a valid perfected security interest in the trust funds and (B) assuming no intervening bankruptcy of the Company between the date of the deposit and the 124th day following the perfection of a security interest in the deposit and that no Holder is an insider of the Company, after the 124th day following the perfection of a security interest in the deposit, the trust funds will not be subject to avoidance as a preference under Section 547 of the Federal Bankruptcy Code. (4) The Company shall execute proper instruments acknowledging satisfaction have paid or duly provided for payment of and discharging all amounts then due to the Trustee pursuant to Section 7.07; (5) No such deposit will result in a Default under this Indenture with respect or a breach or violation of, or constitute a default under, any other instrument or material agreement to which the Company or any of its Subsidiaries is a party or by which it or its property is bound; (6) The Company shall have delivered to the NotesTrustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (8) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (9) The Company shall have delivered to the CompanyTrustee an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to Legal Defeasance or Covenant Defeasance, howeveras the case may be, hereby agrees have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by subparagraph 7 above need not be delivered if all Notes not theretofore delivered to reimburse the Trustee for any costs cancellation (i) have become due and payable, (ii) will become due and payable on the Maturity Date within one year, or expenses thereafter reasonably and properly incurred by the Trustee, and (iii) are to compensate be called for redemption within one year under arrangements satisfactory to the Trustee for any services thereafter reasonably and properly rendered the giving of notice of redemption by the TrusteeTrustee in the name, in connection with this Indenture or and at the Notesexpense, of the Company.

Termination of the Company’s Obligations. When The Indenture will be discharged and will cease to be of further effect (1except as to surviving rights, or registration of transfer or exchange of the Notes, as expressly provided for below) as to all outstanding Notes when: (a) either (i) all the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit thereafter has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof; (b) no Default or Redemption DateEvent of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, as applicableor constitute a default under, and if any other instrument to which the Company is a party or by which it is bound; (c) the Company shall also pay or cause to be have paid all other sums payable by it hereunder by or under the Company, then this Indenture Notes; and (d) the Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Revolving Credit Agreement (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (a) The Company may terminate its obligations under the Notes and this Indenture, except those obligations referred to in Section 7.08(b), if: (1) the Company shall deliver to the Trustee for cancellation either (A) all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 7.02) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payablethe Company has paid all sums payable by it hereunder, or are by their terms to (B) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption hereunder and the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee reasonably satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such interest, to pay at the Maturity Date principal of, premium, if any, and interest on the outstanding Notes to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which certified in a certificate of a nationally recognized firm of independent public accountants; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such money to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes; (2) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (3) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (4) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that (A) all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of ’s obligation under the Notes and discharging this Indenture with respect have been complied with, and (B) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Notes; Company is a party or by which the Company is bound. (b) Notwithstanding Section 7.08(a), the Company’s obligations in Section 2.07, howeverSection 2.08, hereby agrees to reimburse Section 2.09, Section 2.14, Section 3.01, Section 3.02 and Section 6.07 shall survive until the Trustee for any costs Notes are no longer outstanding. (c) After such delivery or expenses thereafter reasonably and properly incurred by irrevocable deposit, the Trustee, upon request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1) ferred to in the Company shall deliver to the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and delivered) and not theretofore canceledreplaced or paid or Debentures for whose payment U.S. Legal Tender or non-callable U.S. Government Obligations, or (2a combination thereof, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Debentures under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Debentures have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender or non-callable U.S. Government Obligations Obligations, or a combination thereof, in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Debentures to maturity or Redemption Dateredemption, as applicablewell as the Trustee's fees and expenses; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender to the payment of said principal and interest with respect to the Debentures; provided, all sums further, that no deposits made pursuant to this Section 8.01(b) shall cause the Trustee to have a conflicting interest as defined in and for the purposes of the TIA; provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten and provided, further, that, as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (c) no Default or Event of Default with respect to this Indenture or the Debentures shall have occurred and 81 -74- be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which will become due with regard to all Notes theretofore authenticated the Company is a party or by which it is bound (other than any Notes a Default or Event of Default resulting from the incurrence of Indebtedness, all or a portion of which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredwill be used to defease the Debentures concurrently with such incurrence); (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Note Indenture (if then in effect) or the New Revolving Credit Facility (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Debentures are no longer outstanding pursuant to the Notes; last paragraph of Section 2.08. After the Debentures are no longer outstanding, the Company's obligations in Sections 7.07, however8.05 and 8.06 shall survive. After such delivery or irrevocable deposit, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company's obligations under the Debentures and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations sufficient Legal Tender in such amount as is sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; PROVIDED that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes and, PROVIDED, FURTHER, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article Ten; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When This Indenture (1and all Liens on Collateral created pursuant to the Security Documents) will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes, the Guarantees, the Security Documents and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company has irrevocably deposited or 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 deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (b) the Company has paid all other sums payable under this Indenture by the Company; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company and the Guarantors shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the Guarantees ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 (excluding Section 4.12(c)) and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes ("Covenant Defeasance") after the applicable conditions set forth below have been satisfied: (1) the Company must irrevocably deposit with the Trustee, in trust, monies and/or for the benefit of the Holders of the Notes, U.S. Legal Tender or U.S. Government Obligations sufficient Obligations, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay at the Maturity Date principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or Redemption Dateon the applicable redemption date; (2) in the case of Legal Defeasance, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which the Company shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at in the cost and expense United States of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect America reasonably acceptable to the Notes; Trustee confirming that (A) the CompanyCompany has received from, howeveror there has been published by, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the TrusteeInternal Revenue Service a ruling, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.or

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a 66 breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Bank Credit Agreement (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05 or discharged from such trust) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (ii) all Securities have otherwise become due and payable, payable hereunder or are by their terms to will become due and payable within one year, whether at stated maturity or upon are to be called for redemption and the Company shall deposit with the Trusteewithin one year, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered under arrangements reasonably satisfactory to the Trustee for cancellation, including the principal amount and interest accrued to giving of notice of redemption by the Maturity Date or Redemption Date, as applicableTrustee in the name, and if at the expense, of the Company; (b) the Company shall also pay have irrevocably deposited or cause caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Securities to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Ten- der to the payment of said principal, premium, if any, and interest with respect to the Securities; (c) the Company shall have paid all other sums payable hereunder by it hereunder; and (d) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of ’s obligations under the Securities and discharging this Indenture with respect have been complied with. Subject to the Notes; next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.05, however2.06, hereby agrees 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Securities are no longer outstanding pursuant to reimburse the last paragraph of Section 2.08. After the Securities are no longer outstanding, the Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive. After such delivery or irrevocable deposit, the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company’s obligations under Section 7.07, substitution the Trustee’s and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent’s obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (2) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (A) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (3) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (4) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (c) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (1) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (2) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (3) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as required by a result of the Company’s exercise of its option under this Section 8.3 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; (4) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (5) such deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and discharging the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer’s option. (d) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, however(ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series, the Company’s obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (e) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (f) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1) Except as otherwise provided in this Section 8.01, the Company shall deliver to may terminate its obligations under the Trustee for cancellation Notes and this Indenture if: (i) all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and deliveredthereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has paid all sums payable by it hereunder; or (ii) (A) all the Notes 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, (B) the Company deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, in trustas trust funds solely for the benefit of the Holders for that purpose, monies and/or money or U.S. Government Obligations sufficient to pay at (in the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and opinion of a nationally recognized firm of independent public accountants expressed in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or a written certification thereof delivered to the Trustee for cancellationTrustee), including the principal amount without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest accrued on the Notes to the Maturity Date maturity or Redemption Dateredemption, as applicablethe case may be, and if the Company shall also to pay or cause to be paid all other sums payable hereunder by the Companyit hereunder, then this Indenture shall cease to be (C) no Default or Event of further effect Default with respect to the Notes (except as to (i) remaining rights shall have occurred and be continuing on the date of registration of transfer, substitution and exchange of Notessuch deposit, (iiD) rights hereunder of Holders such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to receive payments of which the principal amount, including interest due with respect Company is a party or by which it is bound and (E) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 8.3 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and at 8.06 shall survive until the cost Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and expense 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations, shall execute proper instruments acknowledging satisfaction of as the case may be, under the Notes and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations and the Company shall deliver obligations of the Guarantors under the Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; PROVIDED that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Notes and, PROVIDED, FURTHER, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (including, without limitation, the Bank Credit Agreement); (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge, does not result in a default under the Bank Credit Agreement (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.. 63

Termination of the Company’s Obligations. When The Company and each Guarantor may terminate its obligations under the Securities and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if (1a) the Company shall deliver to the Trustee for cancellation either (i) all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 8.04) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or (ii) either (A) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (B) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption hereunder and the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee reasonably satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the Holders for that purpose, money in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which certified in a certificate of a nationally recognized firm of independent public accountants; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such money to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities and, provided further that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to the provisions of Article Ten; (b) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other Notes the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; 83 75 (c) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (d) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that (x) all conditions precedent providing for the cost and expense termination of the Company's and any Guarantor's obligation under the Securities, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture and any Guarantee have been complied with respect to the Notes; the Companyand (y) such satisfaction and discharge will not result in a breach or violation of, howeveror constitute a default under, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or any material agreement or instrument to which the NotesCompany or a Guarantor is a party or by which the Company or a Guarantor is bound. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.06, 2.07, 2.08, 2.12, 4.01, 4.02 and 7.08 and any Guarantor's obligations in respect thereof shall survive until the Securities are no longer outstanding pursuant to the last paragraph of Section 2.12. After the Securities are no longer outstanding, the Company's obligations in Sections 7.08, 8.04 and 8.05 and any Guarantor's obligations in respect thereof shall survive. After such delivery or irrevocable deposit the Trustee upon request shall acknowledge in writing the discharge of the Company's and any Guarantor's obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Company’s Obligations. When This Indenture shall cease to be of further effect (except that the Company's obligations under Section 7.07 hereof and the Company's, Trustee's and Paying Agent's obligations under Sections 8.03 and 8.04 hereof shall survive) when all outstanding Securities (including any Secondary Securities) theretofore authenticated and issued have been delivered (other than destroyed, lost or stolen Securities that have been replaced or paid) 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 this Indenture if: (1) the Company shall deliver irrevocably deposits in trust with the Trustee or, at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, in trust, monies and/or U.S. legal tender money or U.S. Government Obligations sufficient (in the reasonable opinion of a nationally recognized firm of independent accountants) to pay at principal of and interest on the Maturity Date Securities to maturity or Redemption Dateredemption, as applicablethe case may be, and to pay all other sums which will become due with regard to all Notes theretofore authenticated payable by it hereunder; provided that (other than any Notes which i) the trustee of the irrevocable trust shall have been mutilated, destroyed, lost irrevocably instructed to pay such money or stolen the proceeds of such U.S. Government Obligations to the Trustee and in lieu of or in substitution for which other Notes (ii) the Trustee shall have been authenticated irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and deliveredinterest with respect to the Securities; (2) and not theretofore canceled or delivered the Company delivers to the Trustee for cancellationan Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with, including the principal amount and interest accrued an Opinion of Counsel to the Maturity Date same effect; (3) no Default or Redemption Date, as applicable, Event of Default shall have occurred and if be continuing on the date of such deposit or before 90 days after the date of such deposit; (4) the Company shall also pay has paid or cause caused to be paid all other sums then payable hereunder by the CompanyCompany hereunder and under the Securities; (5) such deposit shall not result in a breach or violation of, then or constitute a default under, this Indenture or any other instrument to which the Company is a party or by which the Company or any of its assets or properties are bound; and (6) the Holders, or the Collateral Agent under the Credit Agreement, shall have a perfected security interest, under applicable law (to the extent possible), in the U.S. legal tender money or U.S. Government Obligations deposited pursuant to this Section 8.01. Then, this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under provided in this Indenture with respect to the Notesparagraph), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction confirmation of and discharging discharge under this Indenture with respect Indenture. The Company may make the deposit only if Article 10 hereof does not prohibit such payment and, in the event any Minimum Payment Guaranty Documents are still in effect or there is Indebtedness outstanding under the Credit Agreement, the New Bonds or the New Contingent Bonds on the date the deposit is made, the Company has delivered to the Notes; Trustee a written consent of the Minimum Payment Guarantor, the Credit Agent and the New Indentures Trustee to such deposit and the satisfaction and discharge of this Indenture. However, the Company's obligations in Sections 2.03, however2.04, hereby agrees 2.05, 2.06, 2.07, 4.01, 4.02, 4.05, 7.07, 7.08, 7.10, 8.03 and 8.04 hereof and in Article 13 hereof and the Trustee's and the Paying Agent's obligations in Section 8.03 hereof shall survive until the Securities are no longer outstanding. Thereafter, only the Company's obligations in Section 7.07 hereof and the Company's, the Trustee's and the Paying Agent's obligations in Section 8.03 and 8.04 hereof shall survive. In the event that all or any portion of the Securities are to reimburse be redeemed pursuant to Article 3 of this Indenture, the Trustee for any costs or expenses thereafter reasonably and properly incurred by Company must make arrangements satisfactory to the Trustee, and to compensate at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee for any services thereafter reasonably in the name and properly rendered by at the Trusteeexpense of the Company. After such irrevocable deposit made pursuant to this Section 8.01 and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in connection with writing the discharge of the Company's obligations under this 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 NotesSecurities, 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 the Company’s Obligations. When The Company may terminate its obligations under the Securities and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 9.1, if (1) the Company shall deliver to the Trustee for cancellation either (a) all Notes Securities theretofore authenticated and delivered (other than any Notes except lost, stolen or destroyed Securities which have been destroyedreplaced or paid or Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, lost or stolen and as provided in lieu of or in substitution for which other Notes shall Section 9.4) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall and the Company has paid all sums payable by it hereunder, or (b) all Securities not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and entire Indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Securities to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (2) the Company shall also pay or cause to be has paid all other sums payable hereunder by it hereunder; and (3) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.5, 2.6, 2.7, 2.8, 5.1, 5.2 and 8.7 shall survive until the Securities are no longer outstanding pursuant to the Notes; last paragraph of Section 2.8. After the Securities are no longer outstanding, the Company's obligations in Sections 8.7, however, hereby agrees to reimburse 9.4 and 9.5 in respect thereof shall survive. After such delivery or irrevocable deposit the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When The Company may terminate its obligations under the Securities and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 9.01, if: (1i) either (a) all the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated and delivered (other than any Notes except lost, stolen or destroyed Securities which have been destroyed, lost replaced or stolen paid and Securities for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (b) all Securities not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to become due and payable within one year, whether at stated maturity or upon have been called for redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and entire Indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Securities to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (ii) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and ; and (iii) the rights, obligations and immunities of Company has delivered to the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the first paragraph of this Section 8.3 9.01, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.15, 8.07, 8.08, 9.05 and at 9.06 shall survive until the cost Securities are no longer outstanding. After the Securities are no longer outstanding, the Company’s obligations in Sections 8.07, 8.08, 9.05 and expense 9.06 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and Guarantors’ obligations under the Securities, shall execute proper instruments acknowledging satisfaction of the Subsidiary Guarantees and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations sufficient Legal Tender in such amount as is sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of reinvestment of such interest, to pay at the Maturity Date or Redemption Dateprincipal of, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amountspremium, if any, so deposited with and interest on the 95 -87- outstanding Notes to maturity or redemption; provided that the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect shall have been irrevocably instructed to apply such U.S. Legal Tender to the Notes)payment of said principal, premium, if any, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture interest with respect to the Notes; and, provided, further, that from and after the Companytime of deposit, however, hereby agrees the money deposited shall not be subject to reimburse the Trustee for any costs rights of holders of Senior Debt pursuant to the provisions of Article Ten; (c) no Default or expenses thereafter reasonably and properly incurred by the Trustee, and Event of Default with respect to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the NotesNotes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) the Company shall have paid all other sums payable by it hereunder; and (e) the Company 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 Company's obligations under the Notes and this Indenture have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company.

Termination of the Company’s Obligations. When (1) Except as otherwise provided in this Section 8.01, the Company shall deliver to may terminate its obligations under the Trustee for cancellation Notes and this Indenture if: (a) all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated replaced pursuant to Section 2.07 hereof or Notes for whose payment money or securities have theretofore been held in trust and deliveredthereafter repaid to the Company, as provided in Section 8.05 hereof) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company has paid all sums payable by it pursuant to the terms of this Indenture or the Notes; or (i) all of the Notes will mature within one year or all of the Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the applicable Redemption Notice, (ii) the Company shall deposit have deposited in trust with the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient to pay at in full the Maturity Date principal of and interest on the Notes to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicablecase may be, and if the Company shall also to pay or cause to be paid all other sums payable hereunder by pursuant to the Companyterms of the Indenture or the Notes, then this Indenture shall cease to be (iii) no Default or Event of further effect Default with respect to the Notes (except as to (i) remaining rights shall have occurred and be continuing on the date of registration of transfer, substitution and exchange of Notessuch deposit, (iiiv) rights hereunder of Holders such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to receive payments of which the principal amountCompany is a party or by which it is bound, including interest due with respect and (v) the Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. (c) With respect to the foregoing clause (i), the Company's obligations under Section 8.3 7.06 hereof shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 4.01, 4.05, 7.06, 7.10 8.04, 8.05 and at 8.06 of this Indenture shall survive until the cost Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.06, 8.05 and expense 8.06 of this Indenture shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations, shall execute proper instruments acknowledging satisfaction of as the case may be, under the Notes and discharging this Indenture with respect to the Notes; the CompanyIndenture, however, hereby agrees to reimburse the Trustee except for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesthose surviving obligations specified above.

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments for the obligations of the principal amountCompany under Sections 2.03, including interest due 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.21 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes ("Covenant Defeasance") after the applicable conditions set forth below have been satisfied: (1) The Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust, for the benefit of the Holders cash in U.S. Legal Tender, non-callable U.S. Government Obligations or a combination thereof (in the case of Dollar Notes) and euros or Euro Obligations (in the other rightscase of Euro Notes) that, duties together with the payment of interest and obligations premium thereon and principal in respect thereof in accordance with their terms, will be sufficient, in the opinion of Holdersa nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay all the principal of, premium, if any, and interest on the Notes on the dates such payments are due in accordance with the terms of such Notes, as beneficiaries hereof well as the Trustee's fees and expenses; PROVIDED, HOWEVER, that no deposits made pursuant to this Section 8.01(1) shall cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA; and PROVIDED, FURTHER, that, as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, the Trustee or the -100- trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (2) No Event of Default or Default with respect to the amountsNotes shall have occurred and be continuing on the date of such deposit after giving effect to such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article Eight) or insofar as Events of Default pursuant to Section 6.01(6) or (7) are concerned, if any, so deposited with at any time in the period ending on the 91st day after the date of deposit; (3) The Company shall have delivered to the Trustee an Opinion of Counsel, to the effect that (A) either (i) the Company has assigned all its ownership interest in the trust funds to the Trustee or (ii) the Trustee has a valid perfected security interest in the trust funds and (iiiB) the rights, obligations and immunities assuming no intervening bankruptcy of the Company between the date of the deposit and the 124th day following the perfection of a security interest in the deposit and that no Holder is an insider of the Company, after the 124th day following the perfection of a security interest in the deposit, the trust funds will not be subject to avoidance as a preference under Section 547 of the Federal Bankruptcy Code. (4) The Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07; (5) No such deposit will result in a Default under this Indenture with respect or a breach or violation of, or constitute a default under, any other instrument or material agreement to which the Company or any of its Subsidiaries is a party or by which it or its property is bound; (6) The Company shall have delivered to the Notes), and Trustee an Officers' Certificate stating that the Trustee, on demand deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company accompanied by or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (7) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (8) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (9) The Company shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the effect that all conditions precedent to Legal Defeasance or Covenant Defeasance, as the case may be, have been complied with. Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.3 subparagraph 7 above need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable on the Maturity Date within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the cost and expense expense, of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining any surviving rights of conversion or of registration of transfer, substitution and transfer or exchange of NotesSecurities expressly provided for herein and except that the Company’s obligations under Section 7.07, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Trustee’s and the other rights, duties Paying Agent’s obligations under Section 8.03 and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of that series, when: (1) either (A) all outstanding Securities of that series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of that series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable (including by reason of the giving of a notice of redemption pursuant to Section 3.04), (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for that purpose (x) money in the currency in which payment of the Securities of that series is to be made in an amount, (y) Government Obligations with respect to that series maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of that series is to be made in an amount or (z) a combination thereof that will be sufficient, without reinvestment, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of that series for principal, any premium, any interest and any Additional Amounts to the date of that deposit (in the case of Securities that have become due and payable) or for principal, premium (if any), interest and any Additional Amounts to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of that series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of that series; and (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with. (b) Unless this Section 8.01(b) is specified as required not being applicable to Securities of a series as contemplated by Section 8.3 2.01, the Company may terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of that series, (i) money in the currency in which payment of the Securities of that series is to be made in an amount, (ii) Government Obligations with respect to that series maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of that series is to be made in an amount or (iii) a combination thereof that is sufficient, without reinvestment, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without consideration of the reinvestment of any such amounts and after payment of all taxes or other charges or assessments in respect thereof payable by the Trustee, the principal of, premium (if any) and interest on, and any Additional Amounts with respect to, all Securities of that series on each date that such principal, premium (if any), interest or Additional Amounts are due and payable and (at the Stated Maturity thereof or on redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply that money or the proceeds of those Government Obligations to the payment of said principal, premium (if any), interest and Additional Amounts with respect to the Securities of that series as the same shall become due; (2) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of that series have been complied with; (3) no Default or Event of Default with respect to the Securities of that series shall have occurred and be continuing on the date of that deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee confirming that the Holders of Securities of that series will 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(b) and will be subject to Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if that option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of that series pursuant to this Section 8.01; and (6) that deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In that event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 5.01, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of that series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and discharging the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of that series. After making the irrevocable deposit pursuant to this Section 8.01(b) and following satisfaction of the other conditions set forth herein, the Trustee on request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Notes; Securities of that series, except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of, premium (if any) or interest on, or any Additional Amounts with respect to, the Securities, the Government Obligations shall be payable as to principal or interest on or before that payment date in such amounts as will provide the necessary money. Any such Government Obligations shall not be callable at the issuer’s option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of that series as contemplated by Section 2.01, the Company may elect to be discharged (“legal defeasance”) from its obligations to make payments with respect to Securities of that series, if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of that period); (2) unless otherwise specified with respect to Securities of that series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to that legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, however(ii) a published ruling of the Internal Revenue Service or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of that series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting legal defeasance of the Securities of that series and an Officers’ Certificate stating that all conditions precedent with respect to legal defeasance of the Securities of that series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In that event, the Company will be discharged from its obligations under this Indenture and the Securities of that series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of that series, the Company’s obligations under Sections 4.01, 4.02 and 5.01 shall terminate with respect to those Securities, and the entire indebtedness of the Company evidenced by those Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to that series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of that series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of that series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for that redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company’s obligations under Section 7.07, substitution the Trustee’s and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent’s obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable; or (ii) will become due and payable at their Stated Maturity within one year; or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) money in the currency in which payment of the Securities of such series is to be made in an amount, or (y) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by them hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by the United States Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for United States Federal income tax purposes as required by a result of the Company’s exercise of its option under this Section 8.3 8.01(b) and will be subject to United States Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and discharging the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer’s option. (c) If the Company has previously complied or are concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private letter ruling issued by the United States Internal Revenue Service addressed to the Company, however(ii) a published ruling of the United States Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable United States Federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series, the Company’s obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsection (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.1, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.5) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by them hereunder, or if: (i) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (ii) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Dateredemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, premium, if any, and interest with respect to the Securities; (iii) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such deposit or shall occur as applicable, all sums which will become due with regard to all Notes theretofore authenticated a result of such deposit (other than any Notes a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredwill be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence) and such deposit will not theretofore canceled result in a breach or delivered violation of, or constitute a default under, any other instrument or agreement (including, without limitation, the Credit Agreement) to which either of the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date Company is a party or Redemption Date, as applicable, and if by which either is bound; (iv) the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (v) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of ’s obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge of this Indenture does not result in a default under the Credit Agreement or any other material agreement or instrument then known to such counsel that binds or affects the Company. Subject to the Notes; next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, however2.6, hereby agrees 2.7, 2.8, 4.1, 4.2, 7.7, 8.5 and 8.6 shall survive until the Securities are no longer outstanding pursuant to reimburse the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Company’s obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company’s obligations under Section 7.07, substitution the Trustee’s and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent’s obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture (“covenant defeasance”) with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01 (e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as required by a result of the Company’s exercise of its option under this Section 8.3 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA Section 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and discharging the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer’s option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged (“legal defeasance”), if: (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, however(ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on, and any Additional Amounts with respect to, Securities of such series, the Company’s obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When The Company may terminate its obligations under the Securities and this Indenture as well as the obligations of the Guarantors under their respective Guarantees, except those obligations referred to in the penultimate paragraph of this Section 9.01, if : (1i) either (a) all the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated and delivered (other than any Notes except lost, stolen or destroyed Securities which have been destroyed, lost replaced or stolen paid and Securities for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (b) all Securities not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to become due and payable within one year, whether at stated maturity or upon have been called for redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and entire Indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Securities to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (ii) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and ; and (iii) the rights, obligations and immunities of Company has delivered to the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging stating that all conditions precedent under this Indenture with respect relating to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably satisfaction and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with discharge of this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1) The Company's obligations under the Company Securities and this Indenture shall deliver terminate, and the obligations of any Subsidiary Guarantor shall terminate, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.1, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment money has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.4) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payablethe Company has paid all sums payable by it hereunder, or are by their terms to if: (a) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. Government Obligations as trust funds in trust solely for the benefit of the Holders for that purpose, cash or cash equivalents in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Securities to maturity or Redemption Dateredemption, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which provided that the Trustee shall have been mutilatedirrevocably instructed to apply such cash or cash equivalents to the payment of said principal, destroyedpremium, lost if any, and interest with respect to the Securities, and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness of the Company or stolen and in lieu Guarantor Senior Indebtedness pursuant to the provisions of Article XI or in substitution for which other Notes Article XII; (c) no Default or Event of Default with respect to this Indenture or the Securities shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall oc- cur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's and discharging each Subsidiary Guarantor's obligation under the Securities and this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any Senior Indebtedness of the Company (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, howeverthe Company's obligations in Sections 2.5, hereby agrees to reimburse 2.6, 2.7, 2.8, 4.1, 4.2 and 7.7 and any Subsidiary Guarantor's obligations in respect thereof shall survive until the Securities are no longer outstanding. After the Securities are no longer outstanding, the Company's obligations in Sections 7.7, 8.4 and 8.5 and any Subsidiary Guarantor's obligations in respect thereof shall survive. After such delivery or irrevocable deposit the Trustee for upon request shall acknowledge in writing the discharge of the Company's and any costs or expenses thereafter reasonably Subsidiary Guarantor's obligations under the Securities and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1A) The Company may terminate its, and its Guarantors', obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to the Trustee for cancellation in Section 9.01(B), if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated and delivered) and not theretofore canceledreplaced or paid or Securities for whose payment United States Legal Tender or non-callable United States Government Obligations, or (2a combination thereof, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 9.05) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Securities under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Securities have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or U.S. as trust funds in trust solely for the benefit of the Holders for that purpose, United States Legal Tender or non-callable United States Government Obligations Obligations, or a combination thereof, in such amount as is sufficient without consideration of reinvestment of such interest, to pay at and discharge the Maturity Date principal and interest on the outstanding Securities to maturity or Redemption Dateredemption, as applicablewell as the Trustee's fees and expenses; provided that the Trustee shall have been irrevocably instructed to apply such United States Legal Tender to the payment of said principal and interest with respect to the Securities; provided further that no deposits made pursuant to this Section 9.01(b) shall cause the Trustee to have a conflicting interest as defined in and for the purposes of the TIA; provided further that, all sums as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (c) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Facility or any other material instrument to which will become due with regard to all Notes theretofore authenticated the Company is a party or by which it is bound (other than any Notes a Default or Event of Default resulting from the incurrence of Indebtedness, all or a portion of which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredwill be used to defease the Securities concurrently with such incurrence); (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 9.05 and 9.06 shall survive until the Securities are no longer outstanding pursuant to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.last 66 -61-

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Debentures and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Debentures previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Debentures which other Notes shall have been authenticated and delivered) and not theretofore canceledreplaced or paid or Debentures for whose payment U.S. Legal Tender or non- callable U.S. Government Obligations, or (2a combination thereof, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Debentures under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Debentures have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender or non-callable U.S. Government Obligations Obligations, or a combination thereof, in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium, if any, and interest on the Maturity Date outstanding Debentures to maturity or Redemption Dateredemption, as applicablewell as the Trustee's fees and expenses; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender to the payment of said principal and interest with respect to the Debentures; provided, all sums further, that no deposits made pursuant to this Section 8.01(b) shall cause the Trustee to have a conflicting interest as defined in and for the purposes of the TIA; provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten and provided, further, that, as confirmed by an Opinion of Counsel, no such deposit shall result in the Company, the Trustee or the trust becoming or being deemed to be an "investment company" under the Investment Company Act of 1940; (c) no Default or Event of Default with respect to this Indenture or the Debentures shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which will become due with regard to all Notes theretofore authenticated the Company is a party or by which it is bound (other than any Notes a Default or Event of Default resulting from the incurrence of Indebtedness, all or a portion of which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredwill be used to defease the Debentures concurrently with such incurrence); (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Debentures and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Note Indenture (if then in effect) or the New Credit Agreement (if then in effect) or any other agreement or instrument then known to the Notes; such counsel that binds or affects the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Securities and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated replaced or paid or Securities for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05 or discharged from such trust) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (ii) all Securities have otherwise become due and payable, payable hereunder or are by their terms to will become due and payable within one year, whether at stated maturity or upon are to be called for redemption and the Company shall deposit with the Trusteewithin one year, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered under arrangements reasonably satisfactory to the Trustee for cancellation, including the principal amount and interest accrued to giving of notice of redemption by the Maturity Date or Redemption Date, as applicableTrustee in the name, and if at the expense, of the Company; (b) the Company shall also pay have irrevocably deposited or cause caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Securities to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, premium, if any, and interest with respect to the Securities; (c) the Company shall have paid all other sums payable hereunder by it hereunder; and (d) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Securities and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When The Company may terminate its obligations under this Indenture with respect to Securities of or within any series and any coupons appertaining thereto as well as the obligations of the Guarantors under their respective Subsidiary Guarantees with respect to such series, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1i) the Company shall deliver to the Trustee for cancellation either (a) all Notes such Securities theretofore authenticated and delivered and all coupons appertaining thereto (other than any Notes except lost, stolen or destroyed Securities and coupons which have been destroyed, lost replaced or stolen paid and Securities and coupons for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (b) all Securities of such series and any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to become due and payable within one year, whether at stated maturity or upon have been called for redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount in the currency or currencies or currency unit or units in which the Securities of such series are payable sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen entire Indebtedness on such Securities and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and such coupons not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued and any Additional Amounts on such Securities to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (ii) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and ; and (iii) the rights, obligations and immunities of Company has delivered to the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging each stating that all conditions precedent under this Indenture with respect relating to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably satisfaction and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with discharge of this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect with respect to the Notes Securities of a series (except as to (i) remaining rights of registration of transferthat the Company’s obligations under Section 7.07, substitution the Trustee’s and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes Paying Agent’s obligations under Section 8.03 and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations powers, protections and immunities of privileges accorded the Trustee under this Indenture with respect to the NotesArticle VII shall survive), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: (1) either: (A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or (B) all outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (i), (ii) or (iii) above, the Company accompanied has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or (C) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the Securities of such series; (2) the Company has paid or caused to be paid all other sums payable by it hereunder with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option, terminate certain of its obligations under this Indenture (“Covenant Defeasance”) with respect to the Securities of a series if: (1) the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of Securities of such series, (i) money in the currency in which payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; (3) no Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as required by a result of the Company’s exercise of its option under this Section 8.3 8.01(b) and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the cost same times as would have been the case if such option had not been exercised; (5) the Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and (6) such deposit and expense discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer outstanding. Thereafter, only the Company’s obligations in Section 7.07 and discharging the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. After such irrevocable deposit made pursuant to this Section 8.01 and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture with respect to the Notes; Securities of such series except for those surviving obligations specified above. In order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the 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. Government Obligations shall not be callable at the issuer’s option. (c) If the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged (“Legal Defeasance”), if: (1) no Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); (2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a private ruling of the Internal Revenue Service addressed to the Company, however(ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; (3) the Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and (4) the Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, hereby agrees together with an Opinion of Counsel to reimburse the same effect. In such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series, the Company’s obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the Company evidenced by such Securities shall be deemed paid and discharged. (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such series. (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for any costs or expenses thereafter reasonably and properly incurred the giving of notice of redemption by the TrusteeTrustee in the name, and to compensate at the Trustee for any services thereafter reasonably and properly rendered by expense, of the Trustee, in connection with this Indenture or the NotesCompany.

Termination of the Company’s Obligations. When (1) The Obligors may terminate their respective obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender have theretofore been deposited with the Trustee or the Paying Agent or a trustee satisfactory to the Trustee in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee, the Paying Agent or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium and Liquidated Damages, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium and Liquidated Damages, lost if any, and interest with respect to the Notes and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to Article Ten; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.10, 2.15, 2.16, 2.17, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Noteslast paragraph of Section 2.

Termination of the Company’s Obligations. When (1) the The Company shall deliver be entitled to terminate its obligations under the Trustee for cancellation Securities and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if all Notes theretofore Securities previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Securities which other Notes shall have been authenticated and delivered) and not theretofore canceledreplaced or paid or Securities for whose payment U.S. Legal Tender or U.S. Government Securities, or (2a combination thereof, in such amount as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and interest on the outstanding Securities to maturity or redemption, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (1) either (i) pursuant to Article Three, the Company shall have given notice to the Trustee and sent a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (ii) all Securities have otherwise become due and payable, or are by their terms to will become due and payable by reason of the delivering of a notice of redemption or otherwise within one year, whether at stated maturity or upon redemption and (1) year hereunder; (2) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement, as trust funds in trusttrust solely for the benefit of the Holders of that purpose, monies and/or U.S. Legal Tender, non-callable U.S. Government Obligations Securities, or a combination thereof, in such amount as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and entire Indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellationcancellation for principal, including premium, if any, and Additional Interest, if any, and accrued interest on the principal amount outstanding Securities to maturity or redemption (assuming that the interest rate on the Securities is that which is in effect on the date of the deposit); provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or U.S. Government Securities, or a combination thereof, to the payment of said principal, premium, if any, and interest accrued with respect to the Maturity Date Securities; (3) no Default or Redemption DateEvent of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will not result in a breach or violation of, as applicableor constitute a default under, and if any material instrument to which the Company is a party or by which it is bound; (4) the Company shall also pay or cause to be have paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes it hereunder; and (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii5) the rights, obligations and immunities of Company shall have delivered irrevocable instructions to the Trustee under this Indenture with respect to apply the deposited money toward the payment of the Securities at maturity or the Redemption Date, as the case may be. The Company shall have delivered to the Notes), and the Trustee, on demand of the Company accompanied by Trustee an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for or relating to the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of ’s obligations under the Securities and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the any material agreement or instrument then known to such counsel that binds or affects the Company. Subject to the Notes; next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.03, however2.05, hereby agrees 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Securities are no longer outstanding pursuant to reimburse the last paragraph of Section 2.08. After the Securities are no longer outstanding, the Company’s obligations in Section 7.07, Section 8.05 and Section 8.06 shall survive. After such delivery or irrevocable deposit, the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above.

Termination of the Company’s Obligations. When (1) the The Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all may terminate its obligations under the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption this Indenture and the Company shall deposit with obligations of the TrusteeGuarantors, in trustif any, monies and/or U.S. Government Obligations sufficient to pay at under the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen Guarantees and in lieu of or in substitution for which other Notes shall have been authenticated this Indenture and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect effect, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either: (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Notes (except as to (iCompany or discharged from such trust) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect have been delivered to the Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect Company has irrevocably deposited or caused to the amounts, if any, so 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 maturity, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or (2) have been submitted for conversion and the Company has (i) delivered to the Trustee shares of Company Common Stock sufficient to satisfy its conversion obligations in respect of all such Notes, and (iiiii) irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay the amount in cash due in lieu of fractional shares of Company Common Stock issued upon conversion of all such Notes; (2) the rights, obligations and immunities of the Trustee Company has paid all other sums payable under this Indenture with respect by the Company; and (3) the Company has delivered to the Notes), and the Trustee, on demand of the Company accompanied by Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging stating that all conditions precedent under this Indenture with respect relating to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably satisfaction and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with discharge of this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1) The Company may terminate its substantive obligations in respect of the Company shall deliver Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all Notes theretofore authenticated sums payable by it on account of principal of and interest on all Securities or otherwise. In addition to the foregoing, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vi) or (vii), occurs at any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day) under this Indenture), terminate its substantive obligations in respect of Article Four (other than any Notes which have been destroyedSections 4.01, lost or stolen 4.02, 4.07, 4.09 and in lieu of or in substitution for which other Notes shall have been authenticated and delivered4.11) and not theretofore canceledArticle Five hereof and any Event of Default specified in Section 6.01 (iii), (iv) or (2v) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit (i) depositing with the Trustee, in trustunder the terms of an irrevocable trust agreement, monies and/or U.S. money or United States Government Obligations sufficient (without reinvestment) to pay at all remaining Indebtedness on the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of NotesSecurities, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect delivering to the Notes and the other rights, duties and obligations Trustee either an Opinion of Holders, as beneficiaries hereof with respect Counsel or a ruling directed to the amountsTrustee from the Internal Revenue Service to the effect that the Holders will not recognize income, if anygain or loss for federal income tax purposes as a result of such deposit and termination of obligations, so deposited with the Trustee and (iii) delivering to the rights, obligations and immunities Trustee an Opinion of Counsel to the effect that the Company's exercise of the Trustee option under this Indenture with respect Section 9.01 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act, and (iv) delivering to the Notes), and the Trustee, on demand of the Company accompanied by Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. In addition, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vi) or (vii), occurs at any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day) under this Indenture), terminate its substantive obligations in respect of the Securities (including its obligations to pay the principal of and interest on the Securities) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or United States Government Obligations sufficient (without reinvestment) to pay all remaining Indebtedness on the Securities, (ii) delivering to the Trustee either a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as required by a result of such deposit and termination of obligations or an Opinion of Counsel addressed to the Trustee based upon such a ruling or based on a change in the applicable Federal tax law since the date of this Indenture to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the exercise of the option under this Section 8.3 and at the cost and expense 9.01 will not result in any of the Company, shall execute proper instruments acknowledging satisfaction the Trustee or the trust created by the deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act and discharging this Indenture (iv) delivering to the Trustee an Officers' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. 58 -52- Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13 and 4.01 (but not with respect to termination of substantive obligations pursuant to the Notes; third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding. Thereafter the Company's obligations in Sections 7.07, however9.03 and 9.04 shall survive. After such delivery or irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel, hereby agrees to reimburse the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for any costs or expenses thereafter reasonably those surviving obligations specified above. The Company shall pay and properly incurred by the Trustee, and to compensate indemnify the Trustee for against any services thereafter reasonably and properly rendered by tax, fee or other charge imposed on or assessed against the Trustee, in connection with United States Government Obligations deposited pursuant to this Indenture Section 9.01 or the Notesprincipal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.

Termination of the Company’s Obligations. When The Company may terminate its obligations under the Securities and this Indenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1i) either (a) all the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated and delivered (other than any Notes except lost, stolen or destroyed Securities which have been destroyed, lost replaced or stolen paid and Securities for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (b) all Securities not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to become due and payable within one year, whether at stated maturity or upon have been called for redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and entire Indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Securities to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (ii) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and ; and (iii) the rights, obligations and immunities of Company has delivered to the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging stating that all conditions precedent under this Indenture with respect relating to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably satisfaction and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with discharge of this Indenture or the Noteshave been complied with.

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation shall have become due and payablethe Company has paid all sums payable by it hereunder, or are by their terms if: (a) either (i) pursuant to Article Three, a notice of redemption to each Holder of the redemption of all of the Notes shall be given within three months under arrangements satisfactory to the Trustee for the giving of such notice or (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, U.S. Government Obligations sufficient which through the scheduled payment of principal and interest in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment on the Notes, U.S. Legal Tender, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay at the Maturity Date or Redemption Dateprincipal of, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amountspremium, if any, so deposited and interest on the outstanding Notes, on the dates on which such payments are due and payable in accordance with the Trustee and (iii) the rightsterms of this Indenture, obligations and immunities of to maturity or redemption; provided that the Trustee under this Indenture with respect shall have been irrevocably instructed to apply such U.S. Legal Tender to the Notes)payment of said principal, premium, if any, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture interest with respect to the Notes; and provided, further, that from and after the Companytime of deposit, however, hereby agrees the money deposited shall not be subject to reimburse the Trustee for any costs rights of holders of Senior Debt pursuant to the provisions of Article Ten; (c) no Default or expenses thereafter reasonably and properly incurred by the Trustee, and Event of Default with respect to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which it is bound; (d) the Company shall have paid all other sums payable by it hereunder; and (e) the Company 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 Company's obligations under the Notes and this Indenture have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section