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

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer them under this Indenture, and (3) the Issuer 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Notes, this Indenture and the Security Documents and the obligations of the Guarantors under the Note Guarantees, this Indenture and the Security Documents and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture Security Documents shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.0110.01, if: (1i) either (A) all All the Notes theretofore that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all All Notes not theretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) payable, will become due and payable within one yearpayable, or are to may be called for redemption 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 the expense, of the Issuer, year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount trust sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) 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 or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (21) the The Issuer has paid all sums then due and payable by the Issuer it under this Indenture, and (32) the The Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Issuer must deliver 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this (a) This Indenture shall cease to be of further effect, effect (except those obligations referred with respect to in the penultimate paragraph of this Section 8.01, if: (1provisions that expressly survive termination) either (A) when all the outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer 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 Indenture Trustee for cancellation, for principal ofthe Issuer has paid all sums payable hereunder and the Issuer gives written notice to the Indenture Trustee of the termination of this Indenture. (b) In addition, the Issuer may terminate all of its obligations under this Indenture if: (i) The Issuer irrevocably deposits in trust with the Indenture Trustee or another trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay, when due, principal, premium, if any, and interest on the Notes to the date of maturity or redemptionrepurchase, as the case may be, together with and to pay all other sums payable by it hereunder; provided, that (1) such trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing proceeds of such U.S. Government Obligations to the Indenture Trustee and (2) such trustee shall have been irrevocably instructed to apply such funds money or the proceeds of such U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that of said principal and interest with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionNotes; (2ii) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered delivers to the Indenture Trustee an Officers’ 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, and an Opinion of Counsel to the same effect; (iii) the Rating Agency Condition is satisfied; and (iv) the consent of the Required Noteholders of each Class of Notes with an outstanding Note Balance has been received. Then, this Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under this Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’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, premium, if any, or interest on the Notes, the U.S. Government Obligations shall be payable as to principal or interest at least one (1) 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 Issuer’s Obligations. (a) The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effecteffect (except that (i) the Issuer’s obligations under Sections 2.4, except those 2.14 and 10.6, (ii) the Indenture Trustee’s and Paying Agent’s obligations referred to in under Section 11.3 and the penultimate paragraph of this Indenture Trustee’s and the Noteholders’ obligations under Section 8.01, if: (113.16 shall survive) either (A) when all the Outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has paid all sums payable hereunder. (b) In addition, except as may be provided to the contrary in any Indenture Supplement, the Issuer may terminate all of its obligations under the Indenture if: (i) The Issuer irrevocably deposited or caused to be deposited deposits in trust with the Indenture Trustee funds money or U.S. Government Obligations in an amount sufficient to pay and discharge sufficient, in the entire Indebtedness on the Notes not theretofore opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee for cancellationIndenture Trustee, for to pay, when due, principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from and to pay all other sums payable by it hereunder; provided, however, that the Issuer directing the Indenture Trustee shall have been irrevocably instructed to apply such funds money or the proceeds of such U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that of said principal and interest with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionNotes; (2ii) the The Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered delivers to the Indenture Trustee an Officers’ Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction same effect; and (iii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding. Then, the Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of this the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Indenture except for those surviving obligations specified above. In order to have been complied withmoney available on a payment date to pay principal or interest on the Notes, 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 Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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 as to all outstanding Notes have been complied with.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by them hereunder, or if: (Bi) either (x) all Notes not theretofore delivered to the Trustee for cancellation (1) Securities have become due and payable hereunder or (2y) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name, and at the expense, of the Issuer, and in accordance with the provisions hereof; (ii) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an 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 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 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; (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 maturity such deposit or redemption, shall occur as the case may be, together with irrevocable instructions a result of such deposit (other than a Default or Event of Default resulting from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity incurrence of Indebtedness all or redemption, as the case may be; provided that with respect to any redemption that requires the payment a portion of the Applicable Premium (as defined proceeds of which will be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence) 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 form of Note in Exhibit A), Issuer is a party or by which the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount Issuer is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionbound; (2iv) the Issuer has shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3v) the Issuer has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Securities and discharge of this Indenture have been complied with. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuer’s obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under (a) This Indenture, the Notes and this Indenture Note Guarantees and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Security Documents will be discharged and this Indenture and this Indenture shall will cease to be of further effecteffect as to all Notes issued thereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and, either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation; or (B2) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or (2) otherwise or will become due and payable within one year, or are including as a result of a redemption notice properly given pursuant 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 the expense, of the Issuerthis Indenture, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, 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 indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) no Default or Event of Default 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 Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; and (C) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Notes and discharge of this Indenture have been complied with. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 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 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 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 Issuer’s and the Guarantor’s obligations under the Notes, this Indenture, the Note Guarantees and the Security Documents except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee Paying Agent for cancellation; or (B) all Notes not theretofore delivered to the Trustee Paying Agent for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee and Paying Agent for the giving of notice of redemption by the Trustee Paying Agent in the name, and at the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee Paying Agent, as provided for in Section 9.04, funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee Paying Agent for cancellation, for principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to upon any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)a Make-Whole Premium, the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee Paying Agent equal to the Applicable Make-Whole Premium calculated as of the date of the notice of redemption, as calculated by the Issuers or on behalf of the Issuers by such Person as the Issuers shall designate, with any deficit as of the date of the redemption Make-Whole Premium Deficit only required to be deposited with the Trustee Paying Agent on or prior to the date Redemption Date, and any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee and the Paying Agent at least one Business Day prior to the deposit of the such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this Indenture, Parent or the Issuers; and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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 as to all outstanding Notes have been complied with.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to Except as otherwise provided in the penultimate paragraph of this Section 8.01, ifthis Indenture and the Guarantees will be discharged and will cease to be of further effect as to all outstanding Notes, when either: (1) either (Aa) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; or (B1) all Notes that have not theretofore been delivered to the Trustee for cancellation either (1i) have become due and payable by reason of the mailing of a notice of redemption pursuant to Section 5, Section 6 or Section 7 of the Notes or otherwise or (2ii) will become due and payable within one year, 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 and in the name, and at the expense, each of the Issuer, and foregoing cases the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders funds in Dollars or U.S. Government Obligations in amounts sufficient (without reinvestment) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes cancellation to the date of maturity or redemption, (2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture, (3) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (34) the Holders have a valid, perfected, exclusive security interest in such trust. In addition, the Issuer has delivered to the Trustee must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under to satisfaction and discharge have been complied with. In the case of clause (b) of this Indenture relating Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. In addition, nothing in this Section 8.01 shall be deemed to discharge the obligations in Sections 7.07, 8.04(a), 8.05 or 8.06, all of which shall survive the satisfaction and discharge of this Indenture. After such delivery or irrevocable deposit, the Trustee upon request by the Issuer shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture have been complied withexcept for the surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture 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 that 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent, the Issuers and the Subsidiary Guarantors, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guaranties and this Indenture 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. (a) The Issuer may terminate its obligations under Obligations as to all outstanding Notes and the Liens on Collateral securing the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectreleased, except those obligations referred to in the penultimate paragraph (b) of this Section 8.01, if:when (1) either: (Aa) 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (Bb) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) or, within one year will become due and payable within one year, or are subject 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 as set forth in the name, and at the expense, of the Issuer, Section 3.07 and the Issuer 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 maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all other sums payable under this Indenture by the Issuer under this Indenture, Issuer; and (3) the Issuer has delivered to the Trustee and the Collateral Agent 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 hereof 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 Issuer. (b) Notwithstanding paragraph (a) of this Section 8.01, the Issuer’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.07 and 8.08 hereof, and the rights, powers, trust, duties and immunities of the Trustee and the Collateral Agent, and the Issuer’s obligations in connection therewith, shall survive until the Notes are no longer outstanding pursuant to Section 2.08 hereof. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 7.08, 8.07 and 8.08 hereof shall survive such satisfaction and discharge.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes This Indenture will be discharged and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall will cease to be of further effecteffect as to all outstanding Securities, except for those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes Securities for whose payment money U.S. Legal Tender or U.K. Legal Tender, as applicable, 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, as the case may be, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer Issuer, as provided in Section 8.05 or discharged from such trust) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by it hereunder, or if: (Ba) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee for cancellation (1) have become due 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 (2ii) all Securities have otherwise become or will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and or otherwise within one (1) year hereunder; (b) the Issuer has shall have irrevocably deposited or caused to be deposited with the Trustee Trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender or U.K. Legal Tender, as applicable, in such amount sufficient as is, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the entire Indebtedness on the Notes Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes Securities to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or U.K. Legal Tender, as applicable, to the payment of said principal, premium, if any, and interest with respect to the Securities; (c) no Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of maturity such deposit or redemptionshall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, as the case may beor constitute a default under, together with irrevocable instructions from any material agreement or instrument to which the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount its Subsidiaries is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on a party or prior to the date of the redemptionby which it is bound; (2d) the Issuer has and the Guarantors shall have paid all other sums payable by the Issuer under this Indenture, hereunder; and (3e) the Issuer has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Securities and discharge of 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 any material agreement or instrument then known to such counsel that binds or affects the Issuer. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 8.05 and 8.06 shall

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness 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 or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all other sums payable under this Indenture by the Issuer under this IndentureIssuer, and (3) the Issuer has delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this (a) This Indenture shall cease to be of further effect, effect (except those that the Issuer’s obligations referred to in under Section 10.5 and Section 10.11 and the penultimate paragraph of this Trustee’s and Paying Agent’s obligations under Section 8.01, if: (111.3 shall survive) either (A) when all the Outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid to the Issuer or discharged from such trustpaid) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Trustee for cancellation and the Issuer has paid all sums payable hereunder. (1b) have become due and payable In addition, except as may be provided to the contrary in any Series Supplement, the Issuer may terminate all of its obligations under this Indenture if: (i) the Issuer irrevocably deposits in trust with the Trustee or (2) will become due and payable within one yearat the option of the Trustee, or are to be called for redemption within one year, under arrangements with a trustee reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or caused to be deposited with the Trustee funds U.S. Government Obligations in an amount sufficient to pay and discharge sufficient, in the entire Indebtedness on the Notes not theretofore opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee for cancellationTrustee, for to pay, when due, principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with and to pay all other sums payable by it hereunder; provided, however, that (1) the trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing proceeds of such U.S. Government Obligations to the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; and (2) the Issuer has paid all sums payable by Trustee shall have been irrevocably instructed to apply such money or the Issuer under this Indenture, andproceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Notes; (3ii) the Issuer has delivered delivers to the Trustee an Officers’ 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, and an Opinion of Counsel to the same effect; (iii) the Issuer delivers to the Trustee an Officer’s Certificate stating that no Potential Amortization Event or Amortization Event, in either case, described in Section 9.1(c) shall have occurred and be continuing on the date of such deposit; and (iv) the Rating Agency Confirmation Condition is satisfied with respect to each Outstanding Series of Notes. Then, this Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under this Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Trustee promptly upon request shall acknowledge in writing the discharge of the Issuer’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 or interest on the Notes, 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 Issuer’s Obligations. The Issuer may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture shall be discharged and this Indenture shall cease to be of further effecteffect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen: (1) either: (Aa) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such the trust) , have been delivered to the Trustee for cancellation; or (Bb) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or (2) otherwise or will become due and payable within one year, year or are to be have been called for redemption within one year, under arrangements reasonably satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal of, and premium, if any, and accrued interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) no Default or Event of Default has occurred and is continuing on the Issuer has paid all sums payable by date of the Issuer deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture, and; (3) the Issuer has paid or caused to be paid all sums payable by them under this Indenture; and (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withsatisfied.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender or U.K. Legal Tender, as applicable, or U.S. Government Securities or U.K. Government Securities, as applicable, 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 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.05) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by it hereunder, or if: (Ba) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee for cancellation (1) have become due 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 (2ii) all Securities have otherwise become or will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and or otherwise within one (1) year hereunder; (b) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender or U.K. Legal Tender, as applicable, or U.S. Government Securities or U.K. Government Securities, as applicable, 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 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 outstanding Securities to maturity or redemption; provided that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or U.K. Legal Tender, as applicable, or U.S. Government Securities or U.K. Government Securities, as applicable, or a combination thereof; to the payment of said principal, premium, if any, and interest with respect to the Securities; and provided, further, that from and after the time of deposit, the U.S. Legal Tender or U.K. Legal Tender, as applicable, or U.S. Government Securities or U.K. Securities, as applicable, or combination thereof; deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten; (c) no Default with respect to this Indenture or the Securities shall have occurred and be continuing on the date of maturity such deposit or redemptionshall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, as or constitute a default under, the case may be, together with irrevocable instructions from Credit Agreement or any other material agreement or instrument to which the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount its Subsidiaries is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on a party or prior to the date of the redemptionby which it is bound; (2d) the Issuer has shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3e) the Issuer has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Securities and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuer.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by them hereunder, or if: (Bi) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee for cancellation and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (1ii) all Securities have otherwise become due and payable or hereunder; (2ii) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an 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 and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal Accreted Value of, premium, if any, and interest interest, if any, on the Notes 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 Accreted Value, premium, if any, and interest, if any, 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 maturity such deposit or redemption, shall occur as the case may be, together with irrevocable instructions a result of such deposit (other than a Default or Event of Default resulting from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity incurrence of Indebtedness all or redemption, as the case may be; provided that with respect to any redemption that requires the payment a portion of the Applicable Premium proceeds of which will be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement (as defined in the form of Note in Exhibit A)including, without limitation, the amount deposited shall be sufficient for purposes of this paragraph Credit Agreement) to which either the extent that an amount Issuer or any Restricted Subsidiary is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on bound is a party or prior to the date of the redemptionby which either is bound; (2iv) the Issuer has shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3v) the Issuer has shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer's obligations under the Securities and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuer. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer's obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuer's obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer's obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guaranties and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.014.1, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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. In the case of clause (B) of this Section 4.1, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 3.5, 3.6, 3.12, 6.7, 7.2, 10.1, 10.2, 10.3 (as to legal existence of the Issuers only), 13.4 and 13.5 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 3.12. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 6.7, 13.4 and 13.5 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above. The provisions of Sections 13.3, 13.4 and 13.5 shall apply to any money, U.S. Legal Tender or U.S. Government Obligations or other funds deposited with the Trustee pursuant to this Article 4.”

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1a) either: (Ai) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation; or (Bii) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the provision of a notice of redemption or (2) otherwise or will become due and payable within one year, 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 the expense, of the Issuer, year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the holders, U.S. Legal Tender, Government Securities or a combination of U.S. Legal Tender and Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (b) no Default has occurred and is continuing on the date of the deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, as or constitute a default under, any other material instrument (other than this Indenture) to which the case may be, together with Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (d) the Issuer has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the redemption date, as the case may be; provided and (e) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that with respect all conditions precedent to the termination of the Issuer’s obligations under the Notes and this Indenture have been complied with. Upon any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the redemption “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has . Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee an Officers’ Certificate and an Opinion simultaneously with the deposit of Counsel stating such Applicable Premium Deficit that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withconfirms that such Applicable Premium Deficit shall be applied toward such redemption).

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes of any series and this Indenture with respect to a such series and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guaranties and this Indenture with respect to such series, and this Indenture shall cease to be of further effecteffect with respect to such series, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) all the Notes of such series theretofore authenticated and delivered (except lost, stolen or destroyed Notes of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes of such series not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers with respect to the Notes of such series, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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 with respect to the Notes of such series have been complied with. In the case of clause (B) of this Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes of such series are no longer outstanding pursuant to the last paragraph of Section 2.09. After the Notes of such series are no longer outstanding, the Issuers’ obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes of such series and this Indenture with respect to the Notes of such series except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. (a) The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effecteffect (except that (i) the Issuer’s obligations under Section 10.6, except those (ii) the Indenture Trustee’s and Paying Agent’s obligations referred to in under Section 11.3 and the penultimate paragraph of this Indenture Trustee’s and the Investor Noteholders’ obligations under Section 8.01, if: (113.16 shall survive) either (A) when all the Outstanding Investor Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or stolen or destroyed Investor 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation and the Issuer has paid all sums payable hereunder. (1b) have become due and payable In addition, except as may be provided to the contrary in any Indenture Supplement, the Issuer may terminate all of its obligations under the Indenture if: (i) The Issuer irrevocably deposits in trust with the Indenture Trustee or (2) will become due and payable within one yearat the option of the Indenture Trustee, or are to be called for redemption within one year, under arrangements with a trustee reasonably satisfactory to the Indenture Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, money or caused to be deposited with the Trustee funds U.S. Government Obligations in an amount sufficient to pay and discharge sufficient, in the entire Indebtedness on the Notes not theretofore opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee for cancellationIndenture Trustee, for to pay, when due, principal of, premium, if any, and interest on the Investor Notes to the date of maturity or redemption, as the case may be, together with and to pay all other sums payable by it hereunder; provided, however, that (1) the trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing the Trustee to apply proceeds of such funds U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Indenture Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; and (2) the Issuer has paid all sums payable by trustee shall have been irrevocably instructed to apply such money or the Issuer under this Indenture, andproceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Investor Notes; (3ii) the The Issuer has delivered delivers to the Indenture Trustee an Officers’ Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction same effect; and (iii) the Rating Agency Condition is satisfied with respect to each Series of Outstanding Investor Notes. Then, the Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of this the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Indenture except for those surviving obligations specified above. In order to have been complied withmoney available on a payment date to pay principal or interest on the Investor Notes, 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 Issuer’s Obligations. (a) The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note Guarantees and this Indenture Indenture, and this Indenture shall be discharged and cease to be of further effect, except those obligations referred to in the penultimate paragraph (b) of this Section 8.018.1, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will shall become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided provided, that with respect to upon any redemption that requires the payment of the an Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption Make-Whole Premium Deficit only required to be deposited with the Trustee on or prior to the date Redemption Date. Any Make-Whole Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least one Business Day prior to the deposit of the such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this Indenture, Issuers; and (3) the Issuer has Issuers have 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 as to all outstanding Notes have been complied with. (b) In the case of clause (a)(1)(B) of this Section 8.1, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.5, 2.7, 2.8, 2.10 2.15, and 4.2 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 Issuers’ obligations in Sections 7.6, 8.5 and 8.6 shall survive discharge pursuant to this Section 8.1. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee Paying Agent for cancellation; or (B) all Notes not theretofore delivered to the Trustee Paying Agent for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee and Paying Agent for the giving of notice of redemption by the Trustee Paying Agent in the name, and at the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee Paying Agent, as provided for in Section 9.04, funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee Paying Agent for cancellation, for principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to upon any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)a Make-Whole Premium, the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee Paying Agent equal to the Applicable Make-Whole Premium calculated as of the date of the notice of redemption, as calculated by the Issuers or on behalf of the Issuers by such Person as the Issuers shall designate, with any deficit as of the date of the redemption Make-Whole Premium Deficit only required to be deposited with the Trustee Paying Agent on or prior to the date Redemption Date, and any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee and the Paying Agent at least one Business Day prior to the deposit of the such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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 as to all outstanding Notes have been complied with.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender in immediately available funds has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer or discharged from such trustIssuers, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuers have paid all sums payable by them hereunder, or if: (Bi) all Notes not theretofore delivered either (i) pursuant to Article III, the Issuers shall have given notice to the Trustee for cancellation and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (1ii) all Securities have otherwise become due and payable or hereunder; (2ii) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has Issuers shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender in immediately available funds in such amount as is sufficient without consideration of reinvestment of such interest, 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 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; (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 maturity such deposit or redemption, shall occur as the case may be, together with irrevocable instructions a result of such deposit (other than a Default or Event of Default resulting from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity incurrence of Indebtedness all or redemption, as the case may be; provided that with respect to any redemption that requires the payment a portion of the Applicable Premium proceeds of which will be used to defease the Securities pursuant to this Article VIII concurrently with such incurrence) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement (as defined in the form of Note in Exhibit A)including, without limitation, the amount deposited shall be sufficient for purposes of this paragraph Credit Agreement) to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as which either of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on Issuers is a party or prior to the date of the redemptionby which either is bound; (2iv) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3v) the Issuer has Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuers' obligations under the Securities and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects either of the Issuers. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers' obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuers' obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers' obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. (a) The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, effect (except those that each Issuer’s obligations referred to in under Section 11.5 and Section 11.11 and the penultimate paragraph of this Trustee’s and Paying Agent’s obligations under Section 8.01, if: (112.3 shall survive) either (A) when all the Outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid to the Issuer or discharged from such trustpaid) 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 or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer 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 the Issuers have paid all sums payable hereunder or under any Related Document and any Financial Insurance Provider has received all amounts due and payable to it hereunder or under any Related Document. (b) In addition, except as may be provided to the contrary in any Series Supplement, the Issuers may terminate all of their obligations under the Indenture if: (i) the Issuers irrevocably deposit in trust with the Trustee or at the option of the Trustee, with a trustee reasonably satisfactory to the Trustee and the Issuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, when due, principal of, premium, if any, of and interest and prepayment premium on the Notes to the date of maturity or redemption, as the case may be, together with and to pay all other sums payable by them hereunder; provided, however, that (1) the trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing proceeds of such U.S. Government Obligations to the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; and (2) the Issuer has paid all sums payable by Trustee shall have been irrevocably instructed to apply such money or the Issuer under this Indentureproceeds of such U.S. Government Obligations to the payment of said principal, andinterest and prepayment premium with respect to the Notes; (3ii) the each Issuer has delivered delivers to the Trustee an Officers’ Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction same effect; (iii) the Rating Agency Condition is satisfied; and (iv) any Financial Insurance Provider has received all amounts due and payable hereunder or under any other Related Document and any Financial Insurance Policy has been terminated or canceled (other than with regard to Preference Payments (as defined therein)) by the Trustee and returned to such Financial Insurance Provider. Then, the Indenture shall cease to be of further effect (except as provided in this Section 12.1), and the Trustee, on demand of the Issuers, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture. (c) After such irrevocable deposit made pursuant to Section 12.1(b) and satisfaction of this the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Indenture except for those surviving obligations specified above. In order to have been complied withmoney available on a payment date to pay principal or interest on the Notes, 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 Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore previously authenticated and delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid to the Issuer or discharged from such trustpaid) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by it hereunder, or if: (Ba) either (i) pursuant to Article III, the Issuer shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes in accordance with the provisions hereof or (ii) all Notes not theretofore delivered to the Trustee for cancellation (1) have otherwise become or will become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and or otherwise within one (1) year hereunder; (b) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender or Government 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 and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest interest, if any, on the outstanding Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing ; provided that the Trustee shall have been irrevocably instructed to apply such funds U.S. Legal Tender or Government Securities, or a combination thereof, to the payment thereof at maturity or redemptionof said principal of, as the case may be; provided that premium, if any, and interest, if any, with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionNotes; (2c) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the Issuer Credit Facility or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which it is bound; (d) the Issuer has shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3e) the Issuer has shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer's obligations under the Notes and discharge of 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 Issuer Credit Facility or any other material agreement or instrument then known to such counsel that binds or affects the Issuer.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to Except as otherwise provided in the penultimate paragraph of this Section 8.01, ifthis Indenture and the Guarantees will be discharged and will cease to be of further as to all outstanding Notes, when either: (1) either (Aa) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; or (B1) all Notes that have not theretofore been delivered to the Trustee for cancellation either (1i) have become due and payable by reason of the mailing of a notice of redemption pursuant to Section 5, Section 6 or Section 7 of the Notes or otherwise or (2ii) will become due and payable within one year, 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 and in the name, and at the expense, each of the Issuer, and foregoing cases the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders funds in Dollars or U.S. Government Obligations in amounts sufficient (without reinvestment) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes cancellation to the date of maturity or redemption, (2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture, (3) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (34) the Holders have a valid, perfected, exclusive security interest in such trust. In addition, the Issuer has delivered to the Trustee must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under to satisfaction and discharge have been complied with. In the case of clause (b) of this Indenture relating Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. In addition, nothing in this Section 8.01 shall be deemed to discharge the obligations in Sections 7.07, 8.04(a), 8.05 or 8.06, all of which shall survive the satisfaction and discharge of this Indenture. After such delivery or irrevocable deposit, the Trustee upon request by the Issuer shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture have been complied withexcept for the surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to Except as otherwise provided in the penultimate paragraph of this Section 8.01, ifthis Indenture and the Guarantees will be discharged and will cease to be of further effect as to all outstanding Notes, when either: (1) either (Aa) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; or (B1) all Notes that have not theretofore been delivered to the Trustee for cancellation either (1i) have become due and payable by reason of the mailing of a notice of redemption pursuant to Section 5, Section 6 or Section 7 of the Notes or otherwise or (2ii) will become due and payable within one year, 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 and in the name, and at the expense, each of the Issuer, and foregoing cases the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders funds in Dollars or U.S. Government Obligations in amounts sufficient (without reinvestment) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes cancellation to the date of maturity or redemption, (2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture, (3) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (34) the Issuer has delivered to Holders have a valid, perfected, exclusive security interest in such trust (it being understood that the Trustee shall have no obligation to perfect or maintain such security interest or file any document in any public office in connection therewith). In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under to satisfaction and discharge have been complied with. In the case of clause (b) of this Indenture relating Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. In addition, nothing in this Section 8.01 shall be deemed to discharge the obligations in Sections 7.07, 8.04(a), 8.05 or 8.06, all of which shall survive the satisfaction and discharge of this Indenture. After such delivery or irrevocable deposit, the Trustee upon request by the Issuer shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture have been complied withexcept for the surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note 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 that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all Notes not theretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) will become due and payable within one year, or are to be have been called for redemption within one year, under arrangements reasonably satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount trust sufficient to pay and discharge the entire Indebtedness (including all principal of and accrued interest, if any, and premium, if any) 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 or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (2b) the Issuer has paid all sums payable by the Issuer it under this Indenture, and (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, in the case of clause (2), the Issuer must deliver 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this (a) This Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note Guarantees will be discharged and this Indenture and this Indenture shall will cease to be of further effecteffect as to all Notes issued thereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and, either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation; or (B2) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or (2) otherwise or will become due and payable within one year, or are including as a result of a redemption notice properly given pursuant 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 the expense, of the Issuerthis Indenture, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, 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 indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) no Default or Event of Default 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 Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; and (C) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer's obligations under the Notes and discharge of this Indenture have been complied with. Subject to the next sentence and notwithstanding Section 8.01(b) hereof, the Issuer's obligations in Sections 2.06, 2.07, 2.08, 2.09, 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 2.09. After the Notes are no longer outstanding, the Issuer's obligations in Sections 7.07, 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 Issuer's and the Guarantor's obligations under the Notes, this Indenture and the Note Guarantees except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note 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 that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all Notes not theretofore delivered to the Trustee for cancellation otherwise (1i) have become due and payable or payable, (2ii) will become due and payable within one yearpayable, or are to may be called for redemption within one year, under arrangements reasonably satisfactory year or (iii) have been called for redemption pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds as trust funds, in an amount trust solely for the benefit of 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 (including all principal and accrued interest and premium, if any) 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 or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (2b) the Issuer has paid all sums payable by the Issuer them under this Indenture, and (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, in the case of clause (2), the Issuer must deliver 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.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their and the Guarantors’ obligations under this Indenture, the Notes and this Indenture Securities and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectGuarantees, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer or discharged from such trustCompany, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuers have paid all sums payable by them hereunder, or if: (i) either (A) pursuant to Article Three, the Issuers 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 (B) all Notes not theretofore delivered to Securities have or will (upon the mailing of a notice or notices deposited with the Trustee for cancellation (1together with irrevocable instructions to mail such notice or notices to Holders) have become due and payable upon redemption or (2) will become due and payable within one year, 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 the expense, of the Issuer, maturity and the Issuer Company has 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 form and substance satisfactory to the Trustee, as trust funds in an 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 and discharge the entire Indebtedness indebtedness on the Notes Securities not theretofore previously delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes outstanding Securities to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing ; provided that the Trustee shall have been irrevocably instructed to apply such funds U.S. Legal Tender to the payment thereof at maturity or redemptionof said principal, as the case may be; provided that premium, if any, and interest with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionSecurities; (2ii) such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement (including, without limitation, the Credit Agreement) to which either of the Issuers is a party or by which either is bound (excluding this Indenture); (iii) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3iv) the Issuer has Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuers’ obligations under the Securities and discharge of this Indenture have been complied with. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuers’ obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ obligations under the Securities, the Guarantees and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which have been replaced or paid and or Notes for whose payment money has theretofore been deposited in trust U.S. Legal Tender or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one yearU.S. Government Securities, or are to be called for redemption within one yeara combination thereof, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in such amount as is, in the nameopinion of a nationally recognized firm of independent public accountants, and at the expensesufficient without consideration of reinvestment of such interest, of the Issuer, and the Issuer 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 outstanding Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is has theretofore been deposited with the Trustee equal or the Paying Agent in trust or segregated and held in trust by the Issuers and thereafter repaid to the Applicable Premium calculated Issuers, as of provided in Section 8.05) have been delivered to the date of Trustee for cancellation and the Issuers have paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Issuers shall have given notice to the Trustee and mailed a notice of redemption, with any deficit as of the date redemption to each Holder of the redemption only required of all of the Notes in accordance with the provisions hereof or (ii) all Notes have otherwise become or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one (1) year hereunder; (b) the Issuers shall 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 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 or U.S. Government 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 principal of, premium, if any, and interest, if any, on the outstanding Notes to maturity or prior redemption; 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, if any, with respect to the Notes; (c) no 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 (other than a Default resulting from borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, this Indenture, the redemptionCredit Agreement or any other material agreement or instrument to which the Issuers or any of their Subsidiaries is a party or by which they are bound; (2d) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, them hereunder; and (3e) the Issuer has Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuers’ obligations under the Notes and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuers. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.06, 2.07, 2.08, 2.09, 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 2.09. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.07, 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 Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. (a) The Issuer may terminate its obligations and the obligations of the Guarantors under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.01(b), if: (1) either (A) if all the Notes theretofore previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which have been replaced or paid and or Notes for whose payment money U.S. Legal Tender or U.S. Government 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 principal of, premium, if any, and interest on the outstanding Notes 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.05) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by it hereunder, or if: (B1) either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes in accordance with the provisions hereof or (ii) all Notes not theretofore delivered to the Trustee for cancellation (1) have otherwise become or shall become due and payable by reason of the mailing of a notice of redemption or otherwise within one (1) year hereunder; (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an amount trust solely for the benefit of the Holders, U.S. Legal Tender, non-callable U.S. Government Securities, or a combination thereof, in amounts as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and Additional Interest, if any, and accrued interest on the outstanding Notes to maturity or redemption, as applicable; provided, however, that from and after the time of deposit, the U.S. Legal Tender or U.S. Government Securities, or the combination thereof, deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten; (3) 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 (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 shall not result in a breach or violation of, or constitute a default under, any material debt instrument to which the Issuer or any Guarantor is a party or by which it is bound; (4) the Issuer shall have paid all other sums payable by it hereunder; and (5) the Issuer shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or redemptionthe Redemption Date, as the case may be, together with irrevocable instructions from the . The Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Notes and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuer or any Guarantor. (b) Subject to the next sentence and notwithstanding anything in Section 8.01(a), the Issuer’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 2.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes (a) This Indenture will be discharged and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall will cease to be of further effecteffect as to all Notes issued thereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and, either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation; or (B2) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or (2) otherwise or will become due and payable within one year, or are including as a result of a redemption notice properly given pursuant 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 the expense, of the Issuerthis Indenture, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, 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 indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) no Default or Event of Default 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 Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; and (C) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer's obligations under the Notes and discharge of this Indenture have been complied with.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary 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, ifwhen: (a) either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (delivered, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such the trust) , have been delivered to the Trustee for cancellation; , or (B2) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) otherwise have become due and payable by reason of a mailing of a notice of redemption or (2) otherwise, will become due and payable within one year, or are to may be called for redemption redemption, within one year, under arrangements reasonably satisfactory year or have been called for redemption pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal ofAccreted Value, premiumpremium and Special Interest, if any, and accrued interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (2b) the Issuer has paid or caused to be paid all sums payable by the Issuer it under this Indenture, and (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver 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.

Termination of the Issuer’s Obligations. The Issuer and each Subsidiary Guarantor may terminate its their obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender in immediately available funds has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer have paid all sums payable by them hereunder, or if: (Bi) all Notes not theretofore delivered to the Trustee for cancellation (1) Securities have become due and payable hereunder or (2) will shall become due and payable hereunder within one year, year pursuant to an optional redemption notice 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 the expense, of the Issuer, and otherwise; (ii) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender in immediately available funds in such amount as is sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and discharge the entire Indebtedness interest on the Notes any Securities not theretofore previously delivered to the Trustee for cancellationcancellation 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; (iii) the Issuer shall have paid all other sums payable by it hereunder; and (iv) the Issuer 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 Issuer’s obligations under the Securities and this Indenture have been complied with and a certificate of the Issuer’s independent accountants (who shall be a firm of established national reputation) stating that the amount deposited with the Trustee is sufficient to pay principal of, premium, if any, and interest on the Notes outstanding Securities to the date of maturity or redemption. Subject to the next sentence and notwithstanding the foregoing paragraph, as the case may beIssuer’s obligations in Sections 2.5, together with 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuer’s obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable instructions from the Issuer directing deposit, the Trustee to apply such funds to upon request shall acknowledge in writing the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment discharge of the Applicable Premium (as defined in Issuer’s obligations under the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered to the Trustee an Officers’ Certificate Securities 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 withexcept for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, if: (1) either (A) if all the Notes theretofore previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which have been replaced or paid and or Notes for whose payment money United States Legal Tender or non-callable United States Government Obligations, or a combination thereof, has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer or discharged from such trustIssuers, as provided in Section 9.05) have been delivered to the Trustee for cancellation; orcancellation and the Issuers have paid all sums payable by it hereunder, or if: (Ba) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuers shall have given notice to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are mailed a notice of redemption to be called for each Holder of the redemption within one year, of all of the Notes under arrangements reasonably satisfactory to the Trustee for the giving of such notice of redemption by or (ii) all Notes have otherwise become due and payable hereunder; (b) the Trustee in the name, and at the expense, of the Issuer, and the Issuer has Issuers shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders for that purpose, United States Legal Tender or non-callable United States Government Obligations, or a combination thereof, in such amount as is sufficient without consideration of reinvestment of such interest, 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 outstanding Notes to the date of maturity or redemption, as well as the case may beTrustee'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 Notes; provided, together with irrevocable instructions from the Issuer directing further, that no deposits made pursuant to this Section 9.01(b) shall cause the Trustee to apply such funds 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 payment thereof at maturity or redemptionrights of holders of Senior Debt pursuant to the provisions of Article Eight and provided, further, that, as confirmed by an Opinion of 65 -58- Counsel, no such deposit shall result in the case may be; provided that 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 any redemption that requires this Indenture or the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited Notes shall have occurred and be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of continuing on the date of the notice such deposit or shall occur as a result of redemptionsuch deposit and such deposit will not result in a breach or violation of, with or constitute a default under, any deficit as other material instrument to which either of the date Issuers is a party or by which it is bound (other than a Default or Event of Default resulting from the redemption only required incurrence of Indebtedness, all or a portion of which will be used to be deposited defease the Notes concurrently with the Trustee on or prior to the date of the redemptionsuch incurrence); (2d) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3e) each of the Issuer has Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of such Issuer's obligations under the Notes and discharge of 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 any agreement or instrument then known to such counsel that binds or affects either of the Issuers.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee Paying Agent 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, interest and interest Additional Amounts, if any, on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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. In the case of clause (B) of this Section 9.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 3.05, 3.06, 3.07, 3.08, 8.07, 9.05 and 9.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 3.

Termination of the Issuer’s Obligations. (a) The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore previously authenticated and delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid to the Issuer or discharged from such trustpaid) have been delivered to the Trustee for cancellation; orcancellation and the Issuers have paid all sums payable by it hereunder, or if: (i) either (A) pursuant to Article Three, the Issuers shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes in accordance with the provisions hereof or (B) all Notes not theretofore delivered to the Trustee for cancellation (1) have otherwise become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to payable; (ii) the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has Issuers shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender or U.S. Government Obligations, 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 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 outstanding Notes to maturity or redemption; provided, however, that the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or U.S. Government Obligations, or a combination thereof, to the payment of said principal, premium, if any, and interest with respect to the Notes; (iii) no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of maturity such deposit or redemption, shall occur as the case may be, together with irrevocable instructions a result of such deposit (other than a Default or Event of Default resulting from the Issuer directing the Trustee to apply such borrowing of funds to the payment thereof at maturity be applied to such deposit) and such deposit will not result in a breach or redemptionviolation of, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)or constitute a default under, this Indenture, the amount deposited shall be sufficient for purposes Credit Agreement or any other material agreement or instrument to which either Issuer or any of this paragraph to the extent that an amount its Restricted Subsidiaries is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on a party or prior to the date of the redemptionby which it is bound; (2iv) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, each of them hereunder; and (3v) the Issuer has Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuers' obligations under the Notes and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects either Issuer. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers' obligations under the Notes and this Indenture except for those surviving obligations specified in clause (b) below. (b) Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers' 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 2.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under This Indenture and all the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Notes Guarantees and this Indenture will be discharged and this Indenture shall will cease to be of further effect, except those obligations referred to as set forth in the penultimate paragraph following clause (c) of this Section 8.013.1, ifwhen: (1a) eitherEither: (Ai) 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (Bii) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be irrevocably 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 Maturity or redemption, as the case may be, together with irrevocable written instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity Maturity or redemption, as the case may be; , provided that that, with respect to any redemption pursuant to Section 5 or Section 6 of the Notes that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount Redemption Price deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is the Redemption Price so deposited with the Trustee is calculated using an amount equal to the Applicable Premium calculated computed using the Adjusted Treasury Rate as of the date of the notice of redemption, with any deficit as of third Business Day preceding the date of the redemption only required to be deposited such deposit with the Trustee on or prior to the date of the redemptionTrustee; (2b) the Issuer has Issuers have paid all other sums then due and payable by the Issuer under this Indenture, Indenture by Parent or the Issuers; and (3c) the Issuer has Issuers have delivered to the Trustee an Officers’ 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. In the case of clause (a)(ii) of this Section 3.1, and subject to the next sentence and notwithstanding the foregoing paragraph, the obligations in Sections 2.6, 2.7, 2.13, 2.15, 5.7, 6.2, 12.4 and 12.5 and this Article 3 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.13. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 5.7, 12.4 and 12.5 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture and the obligations of the Guarantors under the Notes Guarantees and the Indenture, except for those surviving obligations specified above. The provisions of Sections 12.3, 12.4 and 12.5 shall apply to any money, U.S. Legal Tender or U.S. Government Obligations or other funds deposited with the Trustee pursuant to this Article 3.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes (a) This Indenture will be discharged and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall will cease to be of further effecteffect as to all Notes issued thereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and, either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation; or (B2) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or (2) otherwise or will become due and payable within one year, or are including as a result of a redemption notice properly given pursuant 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 the expense, of the Issuerthis Indenture, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, 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 indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofAccreted Value, premium, if any, and accrued interest on the Notes and Additional Interest to the date of maturity or redemption; (B) no Default or Event of Default 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 Issuer or any Guarantor, if any, is a party or by which the Issuer or any Guarantor, if any, is bound; and (C) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered deliver to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer's obligations under the Notes and discharge of this Indenture have been complied with.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee Paying Agent 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, interest and interest Additional Amounts, if any, on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer or discharged from such trustIssuers, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuers have paid all sums payable by them hereunder, or if: (Bi) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuers shall have given notice to the Trustee for cancellation and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (1ii) all Securities have otherwise become due and payable or hereunder; (2ii) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has Issuers shall 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 form and substance satisfactory to the Trustee, as trust funds in an 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 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 outstanding Securities to the date of 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 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 Guarantor Senior Debt pursuant to the provisions of Article Ten or Twelve, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity ; (iii) no Default or redemption, as the case may be; provided that Event of Default with respect to any redemption that requires this Indenture or the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited Securities shall have occurred and be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the notice incurrence of redemption, with any deficit as Indebtedness all or a portion of the date proceeds of which will be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement (including, without limitation, the Credit Agreement) to which either of the redemption only required to be deposited with the Trustee on Issuers is a party or prior to the date of the redemptionby which either is bound; (2iv) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3v) the Issuer has Issuers shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuers' obligations under the Securities and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects either of the Issuers. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers' obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuers' obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers' obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1i) either either (Aa) all the Notes Securities theretofore authenticated and delivered (except lost, stolen or destroyed Notes Securities which have been replaced or paid and Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or cancellation or (Bb) all Notes Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be have been 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 the expense, of the Issuer, and the Issuer has Issuers have 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 Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes Securities to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2ii) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this Indenture, Issuers; and (3iii) the Issuer has Issuers have 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 first paragraph of this Section 8.01, the Issuers' 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 Issuers' 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 Issuers' obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under (a) This Indenture, the Notes and this Indenture Note Guarantees and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Security Documents will be discharged and this Indenture and this Indenture shall will cease to be of further effecteffect as to all Notes issued thereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation; or (B2) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or (2) otherwise or will become due and payable within one year, or are including as a result of a redemption notice properly given pursuant 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 the expense, of the Issuerthis Indenture, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, 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 on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) no Default or Event of Default 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 Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; and (C) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination and discharge of the Issuer’s and Guarantors’ obligations under the Notes, this Indenture Indenture, the Notes Guarantees and the Security Documents have been complied with. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 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 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 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 Issuer’s and the Guarantors’ obligations under the Notes, this Indenture, the Note Guarantees and the Security Documents except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary 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 all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes which have been replaced or paid) have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by it hereunder, or if: (1) either (A) all the Notes theretofore that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all Notes not theretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) will become due and payable within one year, or are to be have been called for redemption within one year, under arrangements reasonably satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, , (b) the Issuer and interest on the Co-Issuer have paid all sums payable by them under the Indenture, (c) the Issuer and the Co-Issuer have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes to at maturity or on the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3d) the Holders have a valid, perfected, exclusive security interest in this trust. In addition, the Issuer has delivered to the Trustee must deliver an Officers’ Officer's Certificate and an Opinion opinion of Counsel counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under any of the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore such Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender or U.S. Government 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 principal of, premium, if any, and interest on such 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.05) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by it hereunder, or if: (Ba) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee for cancellation (1) have become due and payable mailed a notice of redemption to each Holder of the redemption of all of such Securities in accordance with the provisions hereof or (2ii) all such Securities have otherwise become or will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and or otherwise within one (1) year hereunder; (b) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender or U.S. Government 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 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 such outstanding Securities to maturity or redemption; provided that the Notes 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 with respect to such Securities; (c) no Default with respect to this Indenture or such Securities shall have occurred and be continuing on the date of maturity such deposit or redemptionshall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, as or constitute a default under, the case may be, together with irrevocable instructions from Credit Agreement or any other material agreement or instrument to which the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount its Subsidiaries is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on a party or prior to the date of the redemptionby which it is bound; (2d) the Issuer has shall have paid or caused to be paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3e) the Issuer has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under such Securities and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuer.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary 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, ifwhen: (1) either: (Aa) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such the trust) , have been delivered to the Trustee for cancellation; or (Bb) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or (2) otherwise or will become due and payable within one year, year or are to be have been called for redemption within one year, under arrangements reasonably satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in an amount sufficient trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellationcancellation for Accreted Value, for principal of, premiumpremium and Special Interest, if any, and accrued interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer has paid all sums payable or any of its Restricted Subsidiaries is a party or by which the Issuer under this Indenture, andor any of its Restricted Subsidiaries is bound; (3) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withsatisfied.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid) have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by it hereunder, or if: (1a) either: (Ai) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation; or (Bii) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the provision of a notice of redemption or (2) otherwise or will become due and payable within one year, 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 the expense, of the Issuer, year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the holders, U.S. Legal Tender, U.S. Government Obligations or a combination of U.S. Legal Tender and U.S. Government Obligations, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (b) no Default has occurred and is continuing on the date of the deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, as or constitute a default under, any other material instrument (other than this Indenture) to which the case may be, together with Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (d) the Issuer has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the redemption date, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;and (2e) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction termination of the Issuer’s obligations under the Notes and discharge of 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 Senior Secured Credit Facilities or any other material agreement or instrument then known to such counsel that binds or affects the Issuer.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to Except as otherwise provided in the penultimate paragraph of this Section 8.01, ifthis Indenture and the Guarantees 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 canceled) as to all outstanding Notes, when either: (1) either (Aa) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; or (B1) all Notes that have not theretofore been delivered to the Trustee for cancellation either (1i) have become due and payable by reason of the mailing of a notice of redemption pursuant to Section 5 or Section 7 of the Notes, Section 4.06(i) or otherwise or (2ii) will become due and payable within one year, 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 and in the name, and at the expense, each of the Issuer, and foregoing cases the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders funds in Dollars or U.S. Government Obligations in amounts sufficient (without reinvestment) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes cancellation to the date of maturity or redemption, (2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture, (3) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (34) the Holders have a valid, perfected, exclusive security interest in such trust. In addition, the Issuer has delivered to the Trustee must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under to satisfaction and discharge have been complied with. In the case of clause (b) of this Indenture relating Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. In addition, nothing in this Section 8.01 shall be deemed to discharge the obligations in Sections 7.07, 8.04(a), 8.05 or 8.06, all of which shall survive the satisfaction and discharge of this Indenture. After such delivery or irrevocable deposit, the Trustee upon request by the Issuer shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture have been complied withexcept for the surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their and the Guarantors’ obligations under this Indenture, the Notes and this Indenture Securities and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectGuarantees, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer or discharged from such trustCompany, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuers have paid all sums payable by them hereunder, or if: (i) either (A) pursuant to Article Three, the Issuers 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 (B) all Notes not theretofore delivered to Securities have or will (upon the mailing of a notice or notices deposited with the Trustee for cancellation (1together with irrevocable instructions to mail such notice or notices to Holders) have become due and payable upon redemption or (2) will become due and payable within one year, 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 the expense, of the Issuer, maturity and the Issuer Company has 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 form and substance satisfactory to the Trustee, as trust funds in an 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 and discharge the entire Indebtedness indebtedness on the Notes Securities not theretofore previously delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes outstanding Securities to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing ; provided that the Trustee shall have been irrevocably instructed to apply such funds U.S. Legal Tender to the payment thereof at maturity or redemptionof said principal, as the case may be; provided that premium, if any, and interest with respect to any redemption the Securities; and provided, further, that requires from and after the payment time of the Applicable Premium (as defined in the form of Note in Exhibit A)deposit, the amount money deposited shall not be sufficient for purposes of this paragraph subject to the extent that an amount is deposited with the Trustee equal rights of holders of Senior Debt or Guarantor Senior Debt pursuant to the Applicable Premium calculated as provisions of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on Article Ten or prior to the date of the redemptionTwelve; (2ii) such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement (including, without limitation, the Credit Agreement) to which either of the Issuers is a party or by which either is bound (excluding this Indenture); (iii) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3iv) the Issuer has Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuers’ obligations under the Securities and discharge of this Indenture have been complied with. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuers’ obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ obligations under the Securities, the Guarantees and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by them hereunder, or if: (Bi) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee for cancellation and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (1ii) all Securities have otherwise become due and payable or hereunder; (2ii) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an 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 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 outstanding Securities to the date of 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 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 Guarantor Senior Debt pursuant to the provisions of Article Ten or Twelve, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity ; (iii) no Default or redemption, as the case may be; provided that Event of Default with respect to any redemption that requires this Indenture or the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited Securities shall have occurred and be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the notice incurrence of redemption, with any deficit as Indebtedness all or a portion of the date proceeds of which will be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument or agreement (including, without limitation, the Credit Agreement) to which either of the redemption only required to be deposited with the Trustee on Issuer is a party or prior to the date of the redemptionby which either is bound; (2iv) the Issuer has shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3v) the Issuer has shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer's obligations under the Securities and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuer.

Termination of the Issuer’s Obligations. The Issuer and each Subsidiary Guarantor may terminate its their obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender in immediately available funds has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer have paid all sums payable by them hereunder, or if: (Bi) all Notes not theretofore delivered either (i) pursuant to Article III, the Issuer shall have given notice to the Trustee for cancellation and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (1ii) all Securities have otherwise become due and payable hereunder or (2) will shall become due and payable hereunder within one year, 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 the expense, of the Issuer, and ; (ii) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender in immediately available funds (if applicable, in combination with Qualified Interest Rate Agreements) in such amount (net of any amounts payable by the trust pursuant to any such Qualified Interest Rate Agreements) as is sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and discharge the entire Indebtedness interest on the Notes any Securities not theretofore previously delivered to the Trustee for cancellationcancellation 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; (iii) the Issuer shall have paid all other sums payable by it hereunder; and (iv) the Issuer 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 Issuer’s obligations under the Securities and this Indenture have been complied with and a certificate of the Issuer’s independent accountants (who shall be a firm of established national reputation) stating that the amount deposited with the Trustee is sufficient to pay principal of, premium, if any, and interest on the Notes outstanding Securities to the date of maturity or redemption. Subject to the next sentence and notwithstanding the foregoing paragraph, as the case may beIssuer’s obligations in Sections 2.5, together with 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuer’s obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable instructions from the Issuer directing deposit, the Trustee to apply such funds to upon request shall acknowledge in writing the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment discharge of the Applicable Premium (as defined in Issuer’s obligations under the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered to the Trustee an Officers’ Certificate Securities 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 withexcept for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1a) either: (Ai) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation; or (Bii) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the provision of a notice of redemption or (2) otherwise or will become due and payable within one year, 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 the expense, of the Issuer, year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the holders, U.S. Legal Tender, U.S. Government Obligations or a combination of U.S. Legal Tender and U.S. Government Obligations, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (b) no Default has occurred and is continuing on the date of the deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, as or constitute a default under, any other material instrument (other than this Indenture) to which the case may be, together with Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (d) the Issuer has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the redemption date, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;and (2e) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has shall have delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction termination of the Issuer’s obligations under the Notes and discharge of this Indenture have been complied with.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guaranties and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.014.1, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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. In the case of clause (B) of this Section 4.1, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 7.2, 3.5, 3.6, 3.12, 10.1, 10.2, 10.3 (as to legal existence of the Issuers only), 6.7, 13.4 and 13.5 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 3.12. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 6.7, 13.4 and 13.5 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above. The provisions of Sections 13.3, 13.4 and 13.5 shall apply to any money, U.S. Legal Tender or U.S. Government Obligations or other funds deposited with the Trustee pursuant to this Article 4.”

Termination of the Issuer’s Obligations. (a) The Issuer Issuers may terminate its their obligations and the obligations of the Guarantors under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in Section 8.01(b), if all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes which have been replaced or paid or Notes for whose payment U.S. Legal Tender or U.S. Government Securities, or a combination thereof, in such amount as is, in the penultimate paragraph opinion of this 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 Notes 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 Issuers and thereafter repaid to the Issuers, as provided in Section 8.018.05) have been delivered to the Trustee for cancellation and the Issuers have paid all sums payable by it hereunder, or if: (1) either: (Aa) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) Issuers, have been delivered to the Trustee for cancellation; or (Bb) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or (2) otherwise or will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, or otherwise within one year and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Additional Interest, if any, and accrued interest on the Notes to the date of maturity or redemption; (2) 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 (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 shall not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound; (3) the Issuers have paid or caused to be paid all sums payable by them hereunder; and (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at maturity or the Redemption Date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited . The Issuers shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuers’ obligations under the Notes and discharge of this Indenture have been complied with. (b) Subject to the next sentence and notwithstanding anything in Section 8.01(a), the Issuers’ 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 2.08. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.07, 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 Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note Guarantees and this Indenture 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable written instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that that, with respect to any redemption pursuant to Section 5 of the Notes that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount Redemption Price deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is the Redemption Price so deposited with the Trustee is calculated using an amount equal to the Applicable Premium calculated computed using the Adjusted Treasury Rate as of the date of the notice of redemption, with any deficit as of third Business Day preceding the date of the redemption only required to be deposited such deposit with the Trustee on or prior to the date of the redemptionTrustee; (2) the Issuer has Issuers have paid all other sums then due and payable by the Issuer under this IndentureIndenture by Parent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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. In the case of clause (B) of this Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuers only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.07, 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 Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent, the Issuers and the Subsidiary Guarantors, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1a) either: (Ai) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation; or (Bii) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the provision of a notice of redemption or (2) otherwise or will become due and payable within one year, 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 the expense, of the Issuer, year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the holders, U.S. Legal Tender, Government Securities or a combination of U.S. Legal Tender and Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (b) no Default has occurred and is continuing on the date of the deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, as or constitute a default under, any other material instrument (other than this Indenture) to which the case may be, together with Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (d) the Issuer has delivered irrevocable instructions from the Issuer directing to the Trustee to apply such funds to the deposited money toward the payment thereof of the Notes at maturity or redemptionon the redemption date, as the case may be; provided and (e) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions), each stating that with respect all conditions precedent to the termination of the Issuer’s obligations under the Notes and this Indenture have been complied with. Upon any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the redemption “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has . Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee an Officers’ Certificate and an Opinion simultaneously with the deposit of Counsel stating such Applicable Premium Deficit that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withconfirms that such Applicable Premium Deficit shall be applied toward such redemption).

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to Except as otherwise provided in the penultimate paragraph of this Section 8.01, ifthis Indenture and the Guarantees 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 canceled) as to all outstanding Notes, when either: (1) either (Aa) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; or (B1) all Notes that have not theretofore been delivered to the Trustee for cancellation either (1i) have become due and payable by reason of the mailing of a notice of redemption pursuant to Section 5, Section 6, Section 7 or Section 8 of the Notes or otherwise or (2ii) will become due and payable within one year, 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 and in the name, and at the expense, each of the Issuer, and foregoing cases the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders funds in Dollars or U.S. Government Obligations in amounts sufficient (without reinvestment) to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes cancellation to the date of maturity or redemption, (2) the Issuer or any Guarantor has paid or caused to be paid all other sums payable by the Issuer under this Indenture, (3) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (34) the Holders have a valid, perfected, exclusive security interest in such trust. In addition, the Issuer has delivered to the Trustee must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under to satisfaction and discharge have been complied with. In the case of clause (b) of this Indenture relating Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. In addition, nothing in this Section 8.01 shall be deemed to discharge the obligations in Sections 7.07, 8.04(a), 8.05 or 8.06, all of which shall survive the satisfaction and discharge of this Indenture. After such delivery or irrevocable deposit, the Trustee upon request by the Issuer shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture have been complied withexcept for the surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Guaranties and this Indenture 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: (1a) either (Ai) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (Bii) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) the Issuer has Issuers have paid all other sums payable by the Issuer under this IndentureIndenture by Pxxxxx, the Issuers and the Subsidiary Guarantors, and (3c) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to Except as otherwise provided in the penultimate paragraph of this Section 8.01, the Issuers may terminate their respective obligations under the Senior Debentures or the Senior Discount Debentures and this Indenture with respect to the Senior Debentures or the Senior Discount Debentures if: (1) either (Aa) all Senior Debentures or Senior Discount Debentures, as the Notes theretofore case may be, previously authenticated and delivered (except lostother than destroyed, lost or stolen Senior Debentures or destroyed Notes which Senior Discount Debentures that have been replaced or Senior Debentures or Senior Discount Debentures that are paid and Notes pursuant to Section 4.01 or the Senior Debentures or the Senior Discount Debentures for whose payment money has or securities have theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuers, as provided in Section 8.05) have been delivered to the Trustee for cancellationcancellation and the Issuers have paid all sums payable by them hereunder; or (Bi) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable Senior Debentures or (2) will become due and payable the Senior Discount Debentures, as the case may be, mature within one year, year or all of them are to be called for redemption within one year, year under arrangements reasonably satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (ii) the Trustee Issuers irrevocably deposit in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited 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, as trust funds solely for the benefit of the holders of the Senior Debentures or the Senior Discount Debentures, as the case may be, for that purpose, money or U.S. Government Obligations sufficient (in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee for cancellationTrustee), for principal ofwithout consideration of any reinvestment of any interest thereon, to pay principal, premium, if any, and interest on the Notes Senior Debentures or the Senior Discount Debentures, as the case may be, to the date of maturity or redemption, as the case may be, together and to pay all other sums payable by them hereunder, (iii) no Default or Event of Default with irrevocable instructions from the Issuer directing the Trustee to apply such funds respect to the payment thereof at maturity Senior Debentures or redemptionthe Senior Discount Debentures, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall have occurred and be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of continuing on the date of such deposit, (iv) 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 notice Company or any of redemptionits Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; and (2v) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has Issuers have delivered to the Trustee an and Officers’ ' Certificate and an Opinion of Counsel Counsel, in each case stating that all conditions precedent under this Indenture provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Senior Debentures or the Senior Discount Debentures, as the case may be, have been complied with. With respect to the foregoing clause (a), the Issuers' obligations with respect to the Senior Debentures or the Senior Discount Debentures, as the case may be, under Section 7.07 shall survive. With respect to the foregoing clause (b), the Issuers' obligations with respect to the Senior Debentures or the Senior Discount Debentures, as the case may be, in Sections 2.02, 2.03, 2.04, 2.06, 2.07, 2.12, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Senior Debentures or the Senior Discount Debentures, as the case may be, are no longer outstanding. Thereafter, only the Issuers' obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee, upon request, shall acknowledge in writing the discharge of the Issuers' obligations under the Senior Debentures or the Senior Discount Debentures, as the case may be, and this Indenture with respect to the Senior Debentures or the Senior Discount Debentures, as the case may be, except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this (a) This Indenture shall cease to be of further effect, effect (except those that the Issuer’s obligations referred to in under Section 10.5 and Section 10.11 and the penultimate paragraph of this Indenture Trustee’s and Paying Agent’s obligations under Section 8.01, if: (111.3 shall survive) either (A) when all the outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has paid all sums payable hereunder. (b) In addition, except as may be provided to the contrary in any Supplement, the Issuer may terminate all of its obligations under this Indenture if: (i) The Issuer irrevocably deposited or caused to be deposited deposits in trust with the Indenture Trustee funds or another trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, money or U.S. Government Obligations in an amount sufficient to pay and discharge sufficient, in the entire Indebtedness on the Notes not theretofore opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee for cancellationIndenture Trustee, for principal ofto pay, when due, principal, premium, if any, and interest on the Notes to the date of maturity or redemptionrepurchase, as the case may be, together with and to pay all other sums payable by it hereunder; provided, however, that (1) such trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing proceeds of such U.S. Government Obligations to the Indenture Trustee and (2) such trustee shall have been irrevocably instructed to apply such funds money or the proceeds of such U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that of said principal and interest with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionNotes; (2ii) the The Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered delivers to the Indenture Trustee an Officers’ 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, and an Opinion of Counsel to the same effect; (iii) The Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that no Potential Event of Default or Event of Default, in either case, described in Section 9.1(d) shall have occurred and be continuing on the date of such deposit; and (iv) The Rating Agency Consent Condition, is satisfied. Then, this Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under this Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’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, premium, if any, or interest on the Notes, 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 Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note Guarantees and this the 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 that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all Notes not theretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) will become due and payable within one year, or are to be have been called for redemption within one year, under arrangements reasonably satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount trust sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) 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 or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (2b) the Issuer has paid all sums payable by the Issuer them under this Indenture, and, (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, and (d) Holders have a valid, perfected, exclusive security interest in this trust. In addition, the Issuer must deliver an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by them hereunder, or if: (Bi) either (x) all Notes not theretofore delivered to the Trustee for cancellation (1) Securities have become due and payable hereunder or (2y) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name, and at the expense, of the Issuer, and in accordance with the provisions hereof; (ii) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an 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 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 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; (iii) no Default or Event of Default shall have occurred and be continuing on the date of maturity such deposit or redemption, shall occur as the case may be, together with irrevocable instructions a result of such deposit (other than a Default or Event of Default resulting from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity incurrence of Indebtedness all or redemption, as the case may be; provided that with respect to any redemption that requires the payment a portion of the Applicable Premium (as defined proceeds of which will be used to defease the Securities pursuant to this Article Eight concurrently with such incurrence) 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 form of Note in Exhibit A), Issuer is a party or by which the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount Issuer is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionbound; (2iv) the Issuer has shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3v) the Issuer has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Securities and discharge of this Indenture have been complied with. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuer’s obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture 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: (1a) either (Ai) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (Bii) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2b) the Issuer has Issuers have paid all other sums payable by the Issuer under this IndentureIndenture by Xxxxxx, the Issuers and the Subsidiary Guarantors, and (3c) the Issuer has Issuers have delivered to the Trustee an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer may terminate its and each other Obligor's obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lost, stolen or destroyed Notes Securities which have been replaced or paid and Notes Securities for whose payment money U.S. Legal Tender in immediately available funds has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustthe trust as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer have paid all sums payable by them hereunder, or if: (Bi) all Notes not theretofore delivered either (i) pursuant to Article III, the Issuer shall have given notice to the Trustee for cancellation and mailed a notice of redemption to each Holder of the redemption of all of the Securities in accordance with the provisions hereof or (1ii) all Securities have otherwise become due and payable hereunder or (2) will shall become due and payable hereunder within one year, 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 the expense, of the Issuer, and ; (ii) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders for that purpose, U.S. Legal Tender in immediately available funds in such amount as is sufficient without consideration of reinvestment of such interest, to pay principal of, premium, if any, and discharge the entire Indebtedness interest on the Notes any Securities not theretofore previously delivered to the Trustee for cancellationcancellation 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; (iii) the Issuer shall have paid all other sums payable by it hereunder; and (iv) the Issuer 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 Issuer's obligations under the Securities and this Indenture have been complied with and a certificate of the Issuer's independent accountants (who shall be a firm of established national reputation) stating that the amount deposited with the Trustee is sufficient to pay principal of, premium, if any, and interest on the Notes outstanding Securities to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds . Subject to the payment thereof at maturity or redemption, as next sentence and notwithstanding the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)foregoing paragraph, the amount deposited Issuer's obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.5, 7.7, 8.5 and 8.6 shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer 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.survive until the

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Bonds and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.01 and rights to registration of transfer or exchange of the Bonds, if: (1) either (A) if all the Notes theretofore Bonds previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Bonds which have been replaced or paid and Notes or Bonds for whose payment money has theretofore been deposited with the Trustee or any Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.04) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all other sums payable by it hereunder, or if: (B1) either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Bonds under arrangements satisfactory to the Trustee for the giving of such notice or (ii) all Notes Bonds have otherwise become due and payable hereunder; (2) all Bonds not theretofore delivered to the Trustee for cancellation (1except lost, stolen or destroyed Bonds which have been replaced or paid) have been called for redemption pursuant to the terms of the Bonds or have otherwise become due and payable or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer 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 Bonds not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer 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.,

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this (a) This Indenture shall cease to be of further effect, effect (except those that the Issuer’s obligations referred to in under Section 10.5 and Section 10.11. and the penultimate paragraph of this Indenture Trustee’s and Subordinated Note Paying Agent’s obligations under Section 8.01, if: (111.3 shall survive) either (A) when all the outstanding Subordinated Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or stolen or destroyed Subordinated 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has paid all sums payable hereunder. (b) In addition, except as may be provided to the contrary in any Supplement, the Issuer may terminate all of its obligations under this Indenture if: (i) The Issuer irrevocably deposited or caused to be deposited deposits in trust with the Indenture Trustee funds or another trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, money or U.S. Government Obligations in an amount sufficient to pay and discharge sufficient, in the entire Indebtedness on the Notes not theretofore opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee for cancellationIndenture Trustee, for principal ofto pay, when due, principal, premium, if any, and interest on the Subordinated Notes to the date of maturity or redemptionrepurchase, as the case may be, together with and to pay all other sums payable by it hereunder; provided, however, that (1) such trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing proceeds of such U.S. Government Obligations to the Indenture Trustee and (2) such trustee shall have been irrevocably instructed to apply such funds money or the proceeds of such U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that of said principal and interest with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionSubordinated Notes; (2ii) the The Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered delivers to the Indenture Trustee an Officers’ 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, and an Opinion of Counsel to the same effect; (iii) The Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that no Potential Event of Default or Event of Default, in either case, described in Section 9.1(d) shall have occurred and be continuing on the date of such deposit; and (iv) The Rating Agency Confirmation Condition is satisfied. Then, this Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under this Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’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, premium, if any, or interest on the Subordinated Notes, 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 Issuer’s Obligations. The This Indenture shall cease to be of further effect and the obligations of the Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture shall terminate (except that the Issuer's obligations under Section 7.07 and the Trustee's and the Paying Agent's obligations under Sections 8.04 and 8.05 shall survive the effect of this Article Eight) when (i) all outstanding Notes theretofore authenticated have been delivered to the Trustee for cancellation and the Issuer has paid or caused to be paid all sums payable by it hereunder or (ii) the Issuer has called for redemption pursuant to this Indenture and the Notes all of the Notes under arrangements satisfactory to the Trustee, the amounts described in Section 8.01(a) below have been deposited, the conditions in clauses (i) and (ii) of the proviso in Section 8.01(a) have been satisfied and the Officers' Certificate and Opinion of Counsel described in Section 8.01(e) have been delivered. In addition, this Indenture shall cease to be of further effect, except those obligations referred effect as to in the penultimate paragraph of this Section 8.01, all outstanding Notes if: (1a) either (A) all the Notes theretofore authenticated and delivered (except lostIssuer irrevocably deposits, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited causes to be deposited, with the Trustee, in trust or segregated for the benefit of the Holders pursuant to an irrevocable trust and held Note agreement in trust by the Issuer form and thereafter repaid to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements substance reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name(i) U.S. Legal Tender, and at the expense(ii) U.S. Government Obligations or (iii) a combination thereof, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, which through the payment of interest and principal will provide, not later 100 -91- than one day before the due date of payment in respect of the Notes, U.S. Legal Tender in an amount which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof (in form and substance reasonably satisfactory to pay and discharge the entire Indebtedness on the Notes not theretofore Trustee) delivered to the Trustee for cancellationTrustee, for is sufficient to pay the principal of, premium, if any, and interest on the Notes then outstanding on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Notes; provided that (i) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations to the Trustee and (ii) the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Notes; (b) no Default or Event of Default shall have occurred or be continuing on the date of maturity such deposit and such deposit will not result in a Default or redemptionEvent of Default under this Indenture or a breach or violation of, as the case may beor constitute a default under, together with irrevocable instructions from any other instrument to which the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment Subsidiary of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount Issuer is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on a party or prior to the date of the redemptionby which it or its property is bound; (2c) the Issuer has paid all sums payable by shall have delivered to the Trustee an Opinion of Counsel from independent counsel reasonably satisfactory to the Trustee or a tax ruling from the Internal Revenue Service to the effect that the holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax in 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; (d) the Issuer under this Indentureshall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, such money or the proceeds of such U.S. Government Obligations will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (3e) the Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each in form and substance reasonably satisfactory to the Trustee, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 101 -92- Notwithstanding the foregoing paragraph, the Issuer's and the Guarantors' respective obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06 and 2.12, Article Three and Sections 4.01, 4.02, 4.03, 7.07, 7.08, 8.04 and 8.05 shall survive until the Notes are no longer outstanding. Thereafter, the Issuer's obligations in Section 7.07 and the Trustee's and the Paying Agent's obligations under Sections 8.04 and 8.05 shall survive.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under (a) This Indenture, the Notes and this Indenture Note Guarantees and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Security Documents will be discharged and this Indenture and this Indenture shall will cease to be of further effecteffect as to all Notes issued thereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation; or (B2) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or (2) otherwise or will become due and payable within one year, or are including as a result of a redemption notice properly given pursuant 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 the expense, of the Issuerthis Indenture, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, 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 indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) no Default or Event of Default 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 Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; and (C) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination and discharge of the Issuer’s and Guarantors’ obligations under the Notes, this Indenture Indenture, the Notes Guarantees and the Security Documents have been complied with. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 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 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 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 Issuer’s and the Guarantors’ obligations under the Notes, this Indenture, the Note Guarantees and the Security Documents except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effecteffect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen: (1) either: (Aa) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such the trust) , have been delivered to the Trustee for cancellation; or (Bb) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or (2) otherwise or will become due and payable within one year, year or are to be have been called for redemption within one yearpursuant to Section 5, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 6 or Section 7 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and accrued interest, if any, and interest on the Notes to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that must deliver an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee and the Security Agent stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withsatisfied.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.019.01, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided provided, that with respect to upon any redemption that requires the payment of the an Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption Make-Whole Premium Deficit only required to be deposited with the Trustee on or prior to the date Redemption Date. Any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least one Business Day prior to the deposit of the such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this Indenture, Parent or the Issuers; and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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 as to all outstanding Notes have been complied with.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes which have been replaced or paid and or Notes for whose payment money U.S. Legal Tender or U.S. Government 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 principal of, premium, if any, and interest on the outstanding Notes 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.05) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by it hereunder, or if: (Ba) either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee and mailed a notice of redemption to each Holder of the redemption of all of the Notes in accordance with the provisions hereof or (ii) all Notes not theretofore delivered to the Trustee for cancellation (1) have otherwise become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and or otherwise within one (1) year hereunder; (b) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender or U.S. Government 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 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 outstanding Notes to maturity or redemption; 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 with respect to the Notes; (c) in respect of Section 8.01(b), no Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of maturity such deposit or redemptionshall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, as or constitute a default under, the case may be, together with irrevocable instructions from Credit Agreement or any other material agreement or instrument to which the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount its Subsidiaries is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on a party or prior to the date of the redemptionby which it is bound; (2d) the Issuer has shall have paid all other sums payable by the Issuer under this Indenture, it hereunder; and (3e) the Issuer has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Notes and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuer. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.06, 2.07, 2.08, 2.09, 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 2.09. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 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 Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above. Upon a satisfaction and discharge in accordance with the provisions of the Security Documents, the Collateral Agent will cease to be party to the Security Documents on behalf of the holders of the Notes and the Collateral will no longer secure the Notes.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note 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, ifwhen: (a) either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (delivered, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such the trust) , have been delivered to the Trustee for cancellation; , or (B2) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) otherwise have become due and payable by reason of a mailing of a notice of redemption or (2) otherwise, will become due and payable within one year, or are to may be called for redemption redemption, within one yearyear or have been called for redemption pursuant to Section 5, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 6 or Section 10 of the Issuer, Notes and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal ofprincipal, premiumpremium and Special Interest, if any, and accrued interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (2b) the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer it under this Indenture, and (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Issuer must deliver 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.

Termination of the Issuer’s Obligations. (a) The Issuer Issuers may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease their Obligations as to be of further effectall outstanding Notes, except those obligations referred to in the penultimate paragraph (b) of this Section 8.01, if:when (1) either: (Aa) 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or (Bb) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) or, within one year will become due and payable within one year, or are subject 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 as set forth in the name, and at the expense, of the Issuer, Section 3.07 hereof and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee funds U.S. dollars 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 (in the case of Notes which have become due and payable) or the stated maturity or redemptionredemption date, as the case may be, together with irrevocable written instructions from all of the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this Indenture, Issuers; and (3) the Issuer has Issuers have delivered to the Trustee and the Notes Collateral Agent an Officers’ Officer’s Certificate on behalf of each of the Issuers and an Opinion of Counsel (subject to customary assumptions and exceptions) stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture hereof 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 Issuers. (b) Notwithstanding paragraph (a) of this Section 8.01, the obligations of the Issuers and the Guarantors in Sections 2.03, 2.04, 2.05 and 2.06, Article 7 and Sections 8.07 and 8.08 hereof shall survive until the Notes are no longer outstanding pursuant to Section 2.08 hereof. After the Notes are no longer outstanding, the obligations of the Issuers and the Guarantors in Article 7 and Sections 8.07 and 8.08 hereof shall survive such satisfaction and discharge.

Termination of the Issuer’s Obligations. (a) The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effecteffect (except that (i) the Issuer’s obligations under Sections 2.4, except those 2.14 and 10.6, (ii) the Indenture Trustee’s and Paying Agent’s obligations referred to in under Section 11.3 and the penultimate paragraph of this Indenture Trustee’s and the Noteholders’ obligations under Section 8.01, if: (113.16 shall survive) either (A) when all the Outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has paid all sums payable hereunder. (b) In addition, except as may be provided to the contrary in any Indenture Supplement, the Issuer may terminate all of its obligations under the Indenture if: (i) The Issuer irrevocably deposited or caused to be deposited deposits in trust with the Indenture Trustee funds money or U.S. Government Obligations in an amount sufficient sufficient, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellationpay, for when due, principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from and to pay all other sums payable by it hereunder; provided, however, that the Issuer directing the Indenture Trustee shall have been irrevocably instructed to apply such funds money or the proceeds of such U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that of said principal and interest with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionNotes; (2ii) the The Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered delivers to the Indenture Trustee an Officers’ Officer’s Certificate stating that all conditions precedent to satisfaction and discharge of the Indenture have been complied with, and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction same effect; and (iii) the Rating Agency Condition is satisfied with respect to each Series of Notes Outstanding. Then, the Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the release of this the Issuer Assets. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Indenture except for those surviving obligations specified above. In order to have been complied withmoney available on a payment date to pay principal or interest on the Notes, the U.S. Government Obligations shall be payable as to principal or interest at least one (1) 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 Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note Guarantees and this the 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 that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all Notes not theretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) will become due and payable within one year, or are to be have been called for redemption within one year, under arrangements reasonably satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount trust sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) 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 or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (2b) the Issuer has paid all sums payable by the Issuer them under this Indenture, and (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be. In addition, in the case of clause (2), the Issuer must deliver an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Notes Guarantees and this Indenture 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in U.S. dollars 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 or redemption, as the case may be, together with irrevocable written instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that that, with respect to any redemption pursuant to Section 5 of the Notes that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount redemption price deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is the redemption price so deposited with the Trustee is calculated using an amount equal to the Applicable Premium calculated computed using the Adjusted Treasury Rate as of the third Business Day preceding the date of such deposit with the notice of redemption, Trustee; with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums then due and payable by the Issuer under this IndentureIndenture by QCP or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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. In the case of clause (B) of this Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuers only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 7.07, 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 Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender or U.S. Government 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 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.05) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by it hereunder, or if: (Ba) all Notes not theretofore delivered either (i) pursuant to Article Three, the Issuer shall have given notice to the Trustee for cancellation (1) have become due 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 (2ii) all Securities have otherwise become or will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to by reason of the Trustee for the giving mailing of a notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and or otherwise within one (1) year hereunder; (b) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an amount trust solely for the benefit of the Holders of that purpose, U.S. Legal Tender, non-callable U.S. Government Securities, or a combination thereof, in amounts as is, in the opinion of a nationally recognized firm of independent public accountants, sufficient without consideration of reinvestment of such interest, to pay and discharge the entire Indebtedness on the Notes Securities not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal ofpremium, if any, and Additional Interest, if any, and accrued 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 or U.S. Government Securities, or a combination thereof, to the payment of said principal, premium, if any, and interest with respect to the Securities; and provided, further, that from and after the time of deposit, the U.S. Legal Tender or U.S. Government Securities, or combination thereof, deposited shall not be subject to the rights of holders of Senior Debt pursuant to the provisions of Article Ten; (c) no Default or Event of Default with respect to this Indenture or the Securities shall have occurred and be continuing on the Notes to 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, or constitute a default under, any material instrument to which the Issuer is a party or by which it is bound; (d) the Issuer shall have paid all other sums payable by it hereunder; and (e) the Issuer shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities at maturity or redemptionthe Redemption Date, as the case may be, together with irrevocable instructions from the . The Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer's obligations under the Securities and discharge of 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 or any other material agreement or instrument then known to such counsel that binds or affects the Issuer.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note 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, ifwhen: (1) either: (Aa) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such the trust) , have been delivered to the Trustee for cancellation; or (Bb) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or (2) otherwise or will become due and payable within one year, year or are to be have been called for redemption within one year, under arrangements reasonably satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount sufficient trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and Special Interest, if any, and accrued interest on the Notes to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A). In addition, the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered to the Trustee Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withsatisfied.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this (a) This Indenture shall cease to be of further effect, effect (except those obligations referred with respect to in the penultimate paragraph of this Section 8.01, if: (1provisions that expressly survive termination) either (A) when all the outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer 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 Indenture Trustee for cancellation, for principal ofthe Issuer has paid all sums payable hereunder and the Issuer gives written notice to the Indenture Trustee of the termination of this Indenture. (b) In addition, the Issuer may terminate all of its obligations under this Indenture if: (i) The Issuer irrevocably deposits with the Indenture Trustee or another trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, money or U.S. Government Obligations in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay, when due, principal, premium, if any, and interest on the Notes to the date of maturity or redemptionrepurchase, as the case may be, together with and to pay all other sums payable by it hereunder; provided, that (1) such trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing proceeds of such U.S. Government Obligations to the Indenture Trustee and (2) such trustee shall have been irrevocably instructed to apply such funds money or the proceeds of such U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that of said principal and interest with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemptionNotes; (2ii) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered delivers to the Indenture Trustee an Officers’ 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, and an Opinion of Counsel to the same effect; (iii) the Rating Agency Condition is satisfied; and (iv) the consent of the Required Noteholders of each Class of Notes with an outstanding Note Balance has been received. Then, this Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under this Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Indenture Trustee upon request shall acknowledge in writing the discharge of the Issuer’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, premium, if any, or interest on the Notes, the U.S. Government Obligations shall be payable as to principal or interest at least [***] 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 Issuer’s Obligations. The Issuer may terminate its obligations under (a) This Indenture, the Notes and this Indenture Note Guarantees and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees Security Documents will be discharged and this Indenture and this Indenture shall will cease to be of further effecteffect as to all Notes issued thereunder, except those obligations referred to in the penultimate paragraph of this Section 8.01, ifwhen the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and either: (1) either (A) all the Notes theretofore that have been authenticated and delivered (except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation; or (B2) (A) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the making of a notice of redemption or (2) otherwise or will become due and payable within one year, or are including as a result of a redemption notice properly given pursuant 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 the expense, of the Issuerthis Indenture, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in an amount trust solely for the benefit of the Holders, cash in U.S. Legal Tender, non-callable Government Securities, 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 on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) no Default or Event of Default 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 Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; and (C) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction termination and discharge of the Issuer’s and Guarantors’ obligations under the Notes, this Indenture Indenture, the Notes Guarantees and the Security Documents have been complied with.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary 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 Issuer and thereafter repaid to the Issuer or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer them under this Indenture, and (3) the Issuer 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.. In the case of clause (B) of this Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this (a) This Base Indenture shall cease to be of further effect, effect (except those that the Issuer's obligations referred to in under Section 10.2 and Section 10.12 and the penultimate paragraph of this Indenture Trustee's and Paying Agent's obligations under Section 8.01, if: (111.3 shall survive) either (A) when all the outstanding Notes theretofore authenticated and issued have been delivered (except lostother than destroyed, lost or 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 Issuer and thereafter repaid paid) to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation and the Issuer has paid all sums payable hereunder. 63 (1b) have become due and payable In addition, except as may be provided to the contrary in any Series Supplement, the Issuer may terminate all of its obligations under this Base Indenture if: (i) the Issuer irrevocably deposits in trust with the Indenture Trustee or (2) will become due and payable within one yearat the option of the Indenture Trustee, or are to be called for redemption within one year, under arrangements with a trustee reasonably satisfactory to the Indenture Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited under the terms of an irrevocable trust agreement in form and substance satisfactory to the Indenture Trustee, money or caused to be deposited with the Trustee funds U.S. Government Obligations in an amount sufficient to pay and discharge sufficient, in the entire Indebtedness on the Notes not theretofore opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee for cancellationIndenture Trustee, for to pay, when due, principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with and to pay all other sums payable by it hereunder; provided, however, that (1) the Indenture Trustee of the irrevocable instructions from trust shall have been irrevocably instructed to pay such money or the Issuer directing the Trustee to apply proceeds of such funds U.S. Government Obligations to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Indenture Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; and (2) the Issuer has paid all sums payable by Indenture Trustee shall have been irrevocably instructed to apply such money or the Issuer under this Indenture, andproceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Notes; (3ii) the Issuer has delivered delivers to the Indenture Trustee an Officers’ Officer's Certificate stating that all conditions precedent to satisfaction and discharge of this Base Indenture have been complied with, and an Opinion of Counsel to the same effect; (iii) the Issuer delivers to the Indenture Trustee an Officer's Certificate stating that all conditions precedent no Potential Event of Default or Event of Default, in either case, described in Section 9.1 shall have occurred and be continuing on the date of such deposit; and (iv) the Rating Agency Confirmation Condition is satisfied with respect to each outstanding Series of Notes. Then, this Base Indenture shall cease to be of further effect (except as provided in this Section 11.1), and the Indenture Trustee, on written demand of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under this Base Indenture. (c) After such irrevocable deposit made pursuant to Section 11.1(b) and satisfaction of the other conditions set forth herein, the Indenture relating to Trustee promptly upon request shall acknowledge in writing the satisfaction and discharge of the Issuer's obligations under this Base Indenture except for those surviving obligations specified above. In order to have been complied withmoney available on a payment date to pay principal or interest on the Notes, 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 Issuer’s Obligations. (a) The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall be discharged and shall cease to be of further effecteffect as to all Notes issued hereunder and then outstanding, except those obligations referred to in the penultimate paragraph of this Section 8.018.01(c), ifwhen: (1) either: (A) all the Notes theretofore authenticated and delivered (that have been authenticated, except lost, stolen or destroyed Notes which that 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 Issuer and thereafter repaid to the Issuer or discharged from such the trust) , have been delivered to the Trustee for cancellation; or (B) all Notes that have not theretofore been delivered to the Trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or (2) otherwise or will become due and payable within one year, year or are to be have been called for redemption within one yearpursuant to Section 5, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 6 or Section 7 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee Trustee, or another entity designated for such purpose, as trust funds in an amount sufficient trust solely for the benefit of the Holders, cash or Cash Equivalents in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellationcancellation for principal, for principal of, premiumpremium and accrued interest, if any, and interest on the Notes to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit including the incurrence of Liens in connection with such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under this Indenture; (3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by them under this Indenture; and (4) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. (b) In addition, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that must deliver an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee and the Security Agent each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge have been satisfied and the Trustee and the Security Agent may rely on such Officer’s Certificate and Opinion of Counsel exclusively. (c) In the case of Section 8.01(a)(1)(B), and subject to the next sentence and notwithstanding Section 8.01(b), the Issuer’s obligations in Sections 2.03, 2.05, 2.06, 2.07, 2.08, 2.12, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05, 8.06, 8.07 and 8.08 shall survive until the Notes are no longer outstanding pursuant Section 2.08(c). After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 8.06 and 8.07 shall survive. (d) After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture have been complied withexcept for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note 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 that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all Notes not theretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) payable, will become due and payable within one yearpayable, or are to may be called for redemption redemption, within one year, under arrangements reasonably satisfactory year or have been called for redemption pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount trust sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation; provided, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to upon any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A)Premium, the amount deposited shall be sufficient for purposes of this paragraph Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption Redemption Date only required to be deposited with the Trustee on or prior to the date of the redemption;Redemption Date, (2b) the Issuer has paid all sums payable by the Issuer it under this Indenture, and (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Issuer must deliver an Officers’ 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.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under in respect of the Notes Securities and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectIndenture, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer or discharged from such trustIssuers, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuers have paid all sums payable by it hereunder, or if: (Ba) either (i) pursuant to Article Three, the Issuers 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 Notes not theretofore delivered to the Trustee for cancellation (1) Securities have otherwise become due and payable or hereunder; (2b) will become due and payable within one year, 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 the expense, of the Issuer, and the Issuer has Issuers shall 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 form and substance satisfactory to the Trustee, as trust funds in an 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 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 outstanding Securities to the date of 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 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 Guarantor Senior Debt pursuant to the provisions of Article Ten or Twelve, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity ; (c) no Default or redemption, as the case may be; provided that Event of Default with respect to any redemption that requires this Indenture or the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited Securities shall have occurred and be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of 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, this Indenture, the notice Senior Secured Credit Agreement, any other material agreement or instrument to which Parent or any of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on its Subsidiaries is a party or prior to the date of the redemptionby which it is bound; (2d) the Issuer has Issuers shall have paid all other sums payable by the Issuer under this Indenture, them hereunder; and (3e) the each Issuer has shall have delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of such Issuers' obligations in respect of the Securities and discharge of this Indenture have been complied with. Each 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 agreement or instrument then known to such counsel that binds or affects such Issuer. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers' obligations in Sections 2.5, 2.6, 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 the last paragraph of Section 2.8. After the Securities are no longer outstanding, the Issuers' obligations in Sections 7.7, 8.5 and 8.6 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers' obligations under the Securities and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes Securities of a series and this Indenture and the obligations with respect to such series of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effectSecurities, except those obligations referred to in the penultimate paragraph of this Section 8.018.1, if: (1) either (A) if all the Notes theretofore Securities of such series previously authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes Securities which have been replaced or paid and Notes or Securities for whose payment money U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer, as provided in Section 8.5) have been delivered to the Trustee for cancellation; orcancellation and the Issuer has paid all sums payable by them hereunder, or if: (Bi) either (x) all Notes not theretofore delivered to the Trustee for cancellation (1) Securities of such series have become due and payable hereunder or (2y) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of such redemption by the Trustee in the name, and at the expense, of the Issuer, and in accordance with the provisions hereof; (ii) the Issuer has shall 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 form and substance satisfactory to the Trustee, as trust funds in an trust solely for the benefit of the Holders of such series of Securities of that purpose, U.S. Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, 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 such outstanding Securities to maturity or redemption; provided that the Notes 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 such Securities; (iii) no Default or Event of Default with respect to such series of Securities shall have occurred and be continuing on the date of maturity such deposit or redemption, shall occur as the case may be, together with irrevocable instructions a result of 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 Securities of such series pursuant to this Article Eight concurrently with such incurrence) 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 Issuer directing is a party or by which the Trustee to apply such funds to Issuer is bound; (iv) the payment thereof at maturity or redemption, as the case may be; provided that Issuer shall have paid all other sums payable by it hereunder with respect to any redemption that requires the payment such series of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;Securities; and (2v) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture providing for or relating to the satisfaction termination of the Issuer’s obligations under the Securities of such series and discharge of this Indenture with respect to such series of Securities have been complied with.. Subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 7.7, 8.5 and 8.6 with respect to such series of Securities shall survive until such series of Securities are no longer outstanding pursuant to the last paragraph of

Termination of the Issuer’s Obligations. The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Note 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 that have been 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 Issuer and thereafter repaid to the Issuer or discharged from such this trust) have been delivered to the Trustee for cancellation; , or (Ba) all Notes not theretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) payable, will become due and payable within one yearpayable, or are to may be called for redemption redemption, within one year, under arrangements reasonably satisfactory year or have been called for redemption pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, Section 5 or Section 6 of the Issuer, Notes and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount trust sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) 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 or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;, (2b) the Issuer has paid all sums payable by the Issuer it under this Indenture, and (3c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the Redemption Date, as the case may be. In addition, the Issuer must deliver 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. In the case of clause (2) of this Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. After the Notes are no longer outstanding, the Issuer's obligations in Sections 7.07, 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 Issuer's obligations under the Notes and this Indenture except for those surviving obligations specified above.

Termination of the Issuer’s Obligations. The Issuer Issuers may terminate its their obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors Guarantor under the Subsidiary Guarantees Guaranty and this Indenture Indenture, and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.014.1, 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 Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) 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 or (2) will become due and payable within one year, 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 the expense, of the IssuerIssuers, and the Issuer has Issuers have 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 maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has Issuers have paid all other sums payable under this Indenture by the Issuer under this IndentureParent or the Issuers, and (3) the Issuer has Issuers have delivered to the Trustee an Officers’ 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. In the case of clause (B) of this Section 4.1, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 3.5, 3.6, 3.12, 6.7, 7.2, 10.1, 10.2, 10.3 (as to legal existence of the Issuers only), 13.4 and 13.5 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 3.12. After the Notes are no longer outstanding, the Issuers’ obligations in Sections 6.7, 13.4 and 13.5 shall survive. The provisions of Sections 13.3, 13.4 and 13.5 shall apply to any money, U.S. Legal Tender or U.S. Government Obligations or other funds deposited with the Trustee pursuant to this Article 4. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture except for those surviving obligations specified above.”