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

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (a) The Company reserves the right to terminate all of its obligations under (i) this Indenture and the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation Securities, or (ii) all outstanding the Securities of all series have become due and payableany Series, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and if the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money in an amount and in the currency in which Securities of such Series are denominated, or in the event of dollar-denominated Securities, U.S. Government Obligations without reinvestment sufficient to pay pay, when due, the principal, premium, if any, principal of and interest, if any, any interest on all the Securities or all the Securities of all series to maturity or redemptionthat Series, as the case may be, and if, in to maturity or redemption (together with irrevocable instructions to the case of either (i) or (ii) above Trustee requiring redemption at the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premiumearliest possible redemption date, if any, in accordance with Article 3) and interest, if any, on all other conditions set forth in the Securities and of that Series are met. However, the Company’s 's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 7.08, 8.03 and in Article Ten will 8.04 shall survive until all the Securities of all series are no longer outstanding. Thereafter, Thereafter the Company’s 's obligations in Section 7.07 will 7.07, 8.03 and 8.04 shall survive. . (b) Before or after a deposit the Company may shall make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable earliest possible redemption date, if any, in accordance with Article Three and the applicable Supplemental Indenture. 3. (c) After a deposit pursuant to by the Company in accordance with this Section 8.01 or after all outstanding in respect to the Securities of all series have been delivered to the Trustee for cancellationa Series, the Trustee upon written request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will Company shall acknowledge in writing the satisfaction and discharge of the Company’s 's obligations under the Securities of all series the Series in respect of which the deposit has been made and this Indenture with respect to the Securities of that Series except for those surviving obligations specified above. . (d) In order to have money available on a payment dates date to pay principal, premium, if any, or interest, if any, principal of and interest on the Securities of a seriesany Series, the U.S. Government Obligations will shall be payable as to principal, premium, if any, principal or interest on or before those such payment dates date in such amounts sufficient to as will provide the necessary money. ; however, such U.S. Government Obligations used for this purpose may shall not be callable at the issuer’s 's option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient sufficient, in the opinion of a firm of independent certified public accountants, to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s 's obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s 's obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ ' Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s 's obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. If the Company exercises the satisfaction and discharge provisions in compliance with this Indenture with respect to Securities of a particular Series that are entitled to the benefit of a Guarantee, such Guarantee will terminate with respect to that series of Securities. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s 's option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article ElevenXI) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten X will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three III and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon receipt of written request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article ElevenXI) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s 's obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten X will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s 's obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three III and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ ' Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s 's obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s 's option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article ElevenXI) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten X will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three III and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon written request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may 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 as well as the obligations of the Guarantors under their respective Guarantees, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (i) either (a) all the Securities theretofore authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (iib) all outstanding Securities of all series not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are due and payable within one year or are to be have been called for redemption within one year, under arrangements satisfactory 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 Securities not theretofore delivered to the Trustee for giving the notice of redemptioncancellation, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principalfor principal of, premium, if any, and interest, if any, interest on the Securities to the date of all series 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, and if, in the case of either (i) or ; (ii) above the Company also pays or causes to be has paid all other sums payable under this Indenture by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit ; and (iii) the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been has delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing 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 8.01, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities are no longer outstanding pursuant to Section 2.08. After the Securities are no longer outstanding, the Company’s obligations in Sections 7.07, 7.08, 8.05 and 8.06 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 of all series Securities, the Guarantees and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When under the Indenture with Respect to the Notes. The Indenture shall cease to be of further effect with respect to the Notes if (a) either (i) all outstanding Notes (other than Notes replaced pursuant to Section 2.09 of the Base Indenture) have been delivered to the Trustee for cancellation; or (ii) all outstanding Notes have become due and payable at their scheduled maturity or upon Redemption or the exercise of the Fundamental Change Repurchase Right or otherwise, or upon conversion of the Notes, and, in either case, the Company irrevocably deposits, prior to the applicable due date, with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or, if applicable, the Conversion Agent (if the Conversion Agent is not the Company or any of its Affiliates), cash, and, if applicable as herein provided and in accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.09 of the Base Indenture) on the Maturity Date, Redemption Date, Fundamental Change Repurchase Date, other due date or the conversion settlement date, as the case may be; (b) the Company pays to the Trustee all other sums payable under the Indenture by the Company; and (c) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) conditions precedent provided for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory herein relating to the Trustee for giving satisfaction and discharge of the notice of redemptionIndenture have been complied with; provided, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principalhowever, premiumthat Sections 2.02, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.052.04, 2.06, 2.07, 2.08, 2.09, 7.072.10, 7.08 3.04, 4.01, 4.02 and in 4.06, and Article Ten will survive until all 7, of the Securities of all series are no longer outstanding. ThereafterBase Indenture, the Company’s obligations in and Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory 12.02(j), Section 3.04, Article IV, Article X and Article XII hereof, shall, with respect to the Trustee for Notes, survive any such discharge until such time as the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series Notes have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge paid in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s optionfull.

Termination of the Company’s Obligations. When This Indenture shall cease to be of further effect and the obligations of the Company under the Securities and this Indenture shall terminate (except that the obligations under Sections 7.07, 8.04 and 8.05 shall survive the effect of this Article Eight) when all outstanding Securities theretofore authenticated and issued have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder. 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 Securities (except for certain obligations of the Company to register the transfer or exchange of such Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Four (except that the Company's obligations under Sections 4.01 and 4.02 shall survive) and Section 5.01 after the applicable conditions set forth below have been satisfied: (1) The Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities U.S. Legal Tender or U.S. Government Obligations or a combination thereof which, through the payment of interest 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 and interest on the Securities on the dates such installments of interest or principal are due in accordance with the terms of such Securities, as well as the Trustee's fees and expenses; provided 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 82 -74- TIA; provided, further, that from and after the time of deposit, the Funds deposited shall not be subject to the rights of holders of Senior Indebtedness 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; (2) The Company shall have delivered to the Trustee an Opinion of Counsel or a private letter ruling issued to the Company by the IRS to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and related defeasance 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 such option had not been exercised and, in the case of an Opinion of Counsel furnished in connection with a Discharge pursuant to the foregoing, accompanied by a private letter ruling issued to the Company by the IRS to such effect; (3) No Event of Default or Default with respect to the Securities shall have occurred and be continuing on the date of such deposit after giving effect to such deposit; (4) The Company shall have delivered to the Trustee an Opinion of Counsel, subject to certain qualifications, to the effect that (i) the Funds will not be subject to any rights of any other holders of Indebtedness of the Company, and (ii) the Funds so deposited will not be subject to avoidance under applicable Bankruptcy Law; (5) The Company delivers shall have paid or duly provided for payment of all amounts then due to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.097.07; (6) No such deposit will result in a Default under this Indenture or a breach or violation of, or constitute a default under, any other instrument or agreement (including, without limitation, the Senior Credit Facility) to which the Company or any of its Subsidiaries is a party or by which it or its property is bound; and (7) An Officers' Certificate and an Opinion of Counsel to the effect that all conditions precedent to the defeasance have been complied with. 83 -75- Notwithstanding the foregoing, the Opinion of Counsel required by subparagraph 2 above need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation or (iii) all outstanding Securities of all series have become due and payable, or are (ii) will become due and payable on the Maturity Date within one year year, or (iii) are to be called for redemption within one year, year under arrangements satisfactory to the Trustee for the giving the of notice of redemption, and the Company irrevocably deposits in trust with redemption by the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05name, and at the cost expense, of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article ElevenXI) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten X will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three III and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel which complies with Section 12.0513.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s 's obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s 's obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ ' Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s 's obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s 's option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient sufficient, in the opinion of a firm of independent certified public accountants, to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. If the Company exercises the satisfaction and discharge provisions in compliance with this Indenture with respect to Securities of a particular Series that are entitled to the benefit of a Guarantee, such Guarantee will terminate with respect to that series of Securities. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (ia) The Company reserves the Company delivers right to terminate all of its obligations under the Securities and this Indenture with respect to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation any Series or (ii) all outstanding Securities any installment of all series have become due and payableprincipal, premium, if any, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and interest on that Series if the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the pay, when due, principal, premium, if any, and interestinterest on the Securities of that Series to maturity or redemption or such installment of principal and premium, if any, on the Securities of all series to maturity or redemptioninterest, as the case may be, and if, if all other conditions set forth in the case Securities of either (i) that Series are met. The Company shall designate the installment or (ii) above the Company also pays installments of principal or causes interest to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoingso satisfied. (b) However, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08 7.08, 8.03 and in Article Ten will 8.04 shall survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s 's obligations in Section 7.07 will Sections 7.07, 8.03 and 8.04 shall survive. . (c) Before or after a deposit deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. 3. (d) After a deposit pursuant to by the Company in accordance with this Section 8.01 or after all outstanding in respect of the Securities of all series have been delivered to the Trustee for cancellationa Series, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will shall acknowledge in writing the satisfaction and discharge of the Company’s 's obligations under the Securities of all series the Series in respect of which the deposit has been made and under this Indenture with respect to the Securities of that Series except for those surviving obligations specified above. . (e) In order to have money available on a payment dates date to pay principal, premium, if any, or interest, if any, on the Securities principal of a series, the U.S. Government Obligations will be payable as to principal, and premium, if any, or interest on the Securities of any Series, the U.S. Government Obligations shall be payable as to principal of or interest on or before those such payment dates date in such amounts sufficient to as will provide the necessary money. U.S. Government Obligations used for this purpose may shall not be callable at the issuer’s 's option.

Termination of the Company’s Obligations. When When, with respect to the Securities of any series (i) the Company delivers to the Trustee all outstanding Securities of all such series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all such series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all such series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company with regard to the Securities of such series under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Security terms or Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all such series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all such series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may 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, and the obligations of any Subsidiary Guarantor shall terminate, except those obligations referred to in the penultimate paragraph of this Section 9.1, if (i1) either (a) all Securities theretofore authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid or Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust, as provided in Section 9.4) have been delivered to the Trustee for cancellation, or (b) all outstanding Securities of all series (other than Securities replaced pursuant not theretofore delivered to Section 2.09) the Trustee for cancellation or (ii) all outstanding Securities of all series have become due and payable, payable and the Company has irrevocably deposited or are due and payable within one year or are caused to be called for redemption within one year, under arrangements satisfactory deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for giving the notice of redemptioncancellation, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principalfor principal of, premium, if any, and interest, if any, interest on the Securities to the date of all series 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, and if, in the case of either ; (i2) or (ii) above the Company also pays or causes to be has paid all other sums payable by it hereunder; and (3) the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series shall have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ ' Certificate and an Opinion of Counsel which complies with Section 12.05Counsel, and at each stating that all conditions precedent providing for the cost termination of the Company's and any Subsidiary Guarantor's obligations under the Securities and this Indenture have been complied with. Notwithstanding the foregoing paragraph, will the Company's obligations in Sections 2.5, 2.6, 2.7, 2.8, 5.1, 5.2 and 8.7 and any Subsidiary Guarantor's obligations in respect thereof shall survive until the Securities are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Company's obligations in Sections 8.7, 9.4 and 9.5 any Subsidiary Guarantor's obligations in respect thereof shall survive. After such delivery or irrevocable deposit the Trustee upon request shall acknowledge in writing the satisfaction and discharge of the Company’s 's and any Subsidiary Guarantor's obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When This Indenture will be discharged and will cease to be of further effect (iexcept as set forth below) and the Trustee at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture 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 delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all outstanding Securities of all series (other than Securities replaced pursuant Notes not theretofore delivered to Section 2.09) the Trustee for cancellation or (ii) all outstanding Securities of all series have become due and payable, payable and the Company has irrevocably deposited or are due and payable within one year or are caused to be called for redemption within one year, under arrangements satisfactory 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 giving the notice of redemptioncancellation, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principalfor principal of, premium, if any, and interest, if any, interest on the Securities Notes to the date of all series 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, and if, in the case of either ; (i2) or (ii) above the Company also pays or causes to be has paid all other sums payable under this Indenture by the 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, then Indenture relating to the satisfaction and discharge of this Indenture will cease to be of further effecthave been complied with. Notwithstanding the foregoingforegoing paragraph, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.052.5, 2.062.6, 2.072.7, 2.082.10, 2.094.18, 7.077.7, 7.08 8.5 and in Article Ten will 8.6 shall survive until all the Securities Notes are no longer outstanding pursuant to the last paragraph of all series Section 2.8. After the Notes are no longer outstanding. Thereafter, the Company’s obligations in Sections 7.7, 8.5 and 8.6, and the Guarantor’s obligation with respect to Section 7.07 will 4.18, shall survive. Before After such delivery or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellationirrevocable deposit, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will shall acknowledge in writing the satisfaction and discharge of the Company’s and the Guarantor’s obligations under the Securities of all series Notes and the Guarantee, as the case may be, and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When The Company may terminate all of its obligations under this Indenture (except as provided below) when (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities theretofore authenticated have been delivered to the Trustee for cancellation and the Company has paid or caused to be paid all sums payable under this Indenture by the Company; or (ii) the Company has called for redemption pursuant to this Indenture all of the Securities under arrangements satisfactory to the Trustee, deposited the amounts described in Section 8.03(a), satisfied the conditions in clauses (i) and (ii) of the proviso to Section 8.03(a) and delivered the Officers' Certificate and Opinion of Counsel described in Section 8.03(g). Notwithstanding the foregoing, the Opinion of Counsel required by clause (ii) above need not be delivered if all series Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or are (ii) will become due and payable on the maturity date within one year or (iii) are to be called for redemption within one year, year under arrangements satisfactory to the Trustee for the giving the of notice of redemptionredemption by the Trustee in the name, and at the Company irrevocably deposits in trust with expense, of the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effectCompany. Notwithstanding the foregoingfirst paragraph of this Section 8.01, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.094.01, 4.02, 7.07, 7.08 8.05 and in Article Ten will 8.06 shall survive until all the Securities are no longer outstanding pursuant to the last paragraph of all series Section 2.08. After the Securities are no longer outstanding. Thereafter, only the Company’s 's obligations in Section 7.07 will Sections 7.07, 8.05 and 8.06 shall survive. Before After such delivery or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellationirrevocable deposit, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will shall acknowledge in writing the satisfaction and discharge of the Company’s 's and Guarantors' obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this This Indenture will shall cease to be of further effect. Notwithstanding effect and the foregoing, obligations of the Company’s obligations to pay principal, premium, if any, and interest, if any, on Company under the Securities and this Indenture shall terminate (except that the Company’s obligations in under Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 8.04 and in 8.05 shall survive the effect of this Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after Eight) when all outstanding Securities of all series theretofore authenticated and issued have been delivered to the Trustee for cancellationcancellation and the Company has paid all sums payable by it hereunder. 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 Securities (except for certain obligations of the Company to register the transfer or exchange of such Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Four (except that the Company's obligations under Sections 4.01 and 4.02 shall survive) and Section 5.01 after the applicable conditions set forth below have been satisfied: (1) The Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost benefit of the CompanyHolders of the Securities U.S. Legal Tender or U.S. Government Obligations or a combination thereof which, through the payment of interest thereon and principal in respect thereof in accordance with their terms, will acknowledge be sufficient, in writing the satisfaction and discharge opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates Trustee, to pay principal, premium, if any, or interest, if any, all the principal of and interest on the Securities on the dates such installments of interest or principal are due in accordance with the terms of such Securities, as well as the Trustee's fees and expenses; provided that no deposits made pursuant to this Section 8.01(1) -------- shall cause the Trustee to have a seriesconflicting interest as defined in and for purposes of the TIA; provided, further, that from and after the time of deposit, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may Funds deposited shall not be callable at the issuer’s option.be

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article ElevenTable of Contents XI) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten X will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three III and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel which complies with Section 12.0513.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may 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 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 : (i) either (a) all the Securities theretofore authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (iib) all outstanding Securities of all series not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are due and payable within one year or are to be have been called for redemption within one year, under arrangements satisfactory 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 Securities not theretofore delivered to the Trustee for giving the notice of redemptioncancellation, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principalfor principal of, premium, if any, and interest, if any, interest on the Securities to the date of all series 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, and if, in the case of either (i) or ; (ii) above the Company also pays or causes to be has paid all other sums payable under this Indenture by the Company; and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture, then Indenture relating to the satisfaction and discharge of this Indenture will cease to be of further effecthave been complied with. Notwithstanding the foregoingfirst paragraph of this Section 9.01, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.088.07, 2.098.08, 7.07, 7.08 9.05 and in Article Ten will 9.06 shall survive until all the Securities of all series are no longer outstanding. ThereafterAfter the Securities are no longer outstanding, the Company’s 's obligations in Section 7.07 will Sections 8.07, 8.08, 9.05 and 9.06 shall survive. Before After such delivery or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellationirrevocable deposit, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will shall acknowledge in writing the satisfaction and discharge of the Company’s 's and Guarantors' obligations under the Securities of all series Securities, the Subsidiary Guarantees and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (i) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article ElevenXI) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s 's obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten X will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s 's obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three III and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon written request from the Company, accompanied by an Officers’ ' Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s 's obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s 's option.

Termination of the Company’s Obligations. When Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 2.07 hereof or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company delivers Company, as provided in Section 8.05 hereof) have been delivered to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or and the Company has paid all sums payable by it hereunder; or (ii) (A) all outstanding Securities of all series have become due and payable, or are due and payable the Notes mature within one year or all of them are to be called for redemption within one year, year under arrangements satisfactory to the Trustee for giving the notice of redemption, and (B) the Company irrevocably deposits in trust with the Trustee (subject during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to Article Eleven) the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if if, any, and interest, if any, interest on the Securities of all series Notes to maturity or redemption, as the case may be, and if, in the case of either (i) or (ii) above the Company also pays or causes to be paid pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) 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 under this Indentureis a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, then in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture will cease have been complied with. With respect to be of further effect. Notwithstanding the foregoingforegoing clause (i), the Company’s 's obligations under Section 7.06 hereof shall survive. With respect to pay principalthe foregoing clause (ii), premium, if any, and interest, if any, on the Securities and the Company’s 's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.084.01, 2.094.05, 7.077.06, 7.08 7.10 8.04, 8.05 and in Article Ten will 8.06 of this Indenture shall survive until all the Securities of all series Notes are no longer outstanding. Thereafter, only the Company’s 's obligations in Section 7.07 will Sections 7.06, 8.05 and 8.06 of this Indenture shall survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellationany such irrevocable deposit, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will shall acknowledge in writing the satisfaction and discharge of the Company’s obligations 's obligations, as the case may be, under the Securities of all series Notes and this Indenture Indenture, except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.

Termination of the Company’s Obligations. When (ia) the Company delivers to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (iib) all outstanding Securities of all series have become due and payable, or are due and payable within one year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for giving the notice of redemption, and the Company irrevocably deposits in trust with the Trustee (subject to Article ElevenXI) money or U.S. Government Obligations without reinvestment sufficient to pay the principal, premium, if any, and interest, if any, on the Securities of all series to maturity or redemption, as the case may be, and if, in the case of either (ia) or (iib) above the Company also pays or causes to be paid all other sums payable by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten X will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three III and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel which complies with Section 12.0513.05, and at the cost of the Company, will acknowledge in writing the satisfaction and discharge of the Company’s obligations under the Securities of all series and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may 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 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 : (i) either (a) all the Securities theretofore authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee all outstanding Securities of all series (other than Securities replaced pursuant to Section 2.09) for cancellation or (iib) all outstanding Securities of all series not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are due and payable within one year or are to be have been called for redemption within one year, under arrangements satisfactory 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 Securities not theretofore delivered to the Trustee for giving the notice of redemptioncancellation, and the Company irrevocably deposits in trust with the Trustee (subject to Article Eleven) money or U.S. Government Obligations without reinvestment sufficient to pay the principalfor principal of, premium, if any, and interest, if any, interest on the Securities to the date of all series 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, and if, in the case of either (i) or ; (ii) above the Company also pays or causes to be has paid all other sums payable under this Indenture by the Company under this Indenture, then this Indenture will cease to be of further effect. Notwithstanding the foregoing, the Company’s obligations to pay principal, premium, if any, and interest, if any, on the Securities and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in Article Ten will survive until all the Securities of all series are no longer outstanding. Thereafter, the Company’s obligations in Section 7.07 will survive. Before or after a deposit ; and (iii) the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of a series at a future date to the extent the Securities are redeemable in accordance with Article Three and the applicable Supplemental Indenture. After a deposit pursuant to this Section 8.01 or after all outstanding Securities of all series have been has delivered to the Trustee for cancellation, the Trustee upon request from the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel which complies with Section 12.05, and at the cost of the Company, will acknowledge in writing 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 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 9.06 shall survive until the Securities are no longer outstanding pursuant to Section 2.08. After the Securities are no longer outstanding, the Company’s obligations in Sections 8.07, 8.08, 9.05 and 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 of all series Securities, the Guarantees and this Indenture except for those surviving obligations specified above. In order to have money available on payment dates to pay principal, premium, if any, or interest, if any, on the Securities of a series, the U.S. Government Obligations will be payable as to principal, premium, if any, or interest on or before those payment dates in amounts sufficient to provide the necessary money. U.S. Government Obligations used for this purpose may not be callable at the issuer’s option.