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

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 and Section 13.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 and Section 13.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturityon the Maturity Date, upon conversion a repurchase on a Repurchase Date or upon redemption on a Redemption Date or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) ), cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date, the relevant settlement date of any conversion Date or the a Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.09, Section 13.09 4.01, 4.02, 4.05, 7.07 and Section 13.147.08 and Articles VIII and X, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if if: (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon conversion, upon conversion or Repurchase Upon Fundamental ChangeChange or redemption, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or the Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 and 14.09, Section 13.14, 14.14 and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, or redemption, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s 's Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.09 and Section 13.1414.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder’s Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orcash, in the case of conversionand, delivers to the Holders if applicable as herein provided and in accordance with Article 10 cashherewith, Common Stock (and cash in lieu of any fractional shares) or a combination thereofsuch other consideration, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that the obligations of the Company to the Trustee under Section 607 of the Base Indenture, the obligations of the Trustee to any Authenticating Agent under Section 614 of the Base Indenture, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 of the Base Indenture, Sections 515, 1001 and 1002 of the Base Indenture and Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.083.05, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 3.08 and Section 13.14, 3.09 hereof and this Article 8 Articles VI and VIII hereof shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This The Company may terminate all of its obligations under this Indenture shall cease to be of further effect, if all Securities previously authenticated and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities delivered (other than mutilated, destroyed, lost or stolen Securities which have been replaced pursuant to or paid as provided in Section 2.07) have been delivered to the Trustee for cancellation or if: (iia) all outstanding the Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; mature within one year; (b) the Company pays irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and any unpaid and accrued interest on the Securities to maturity. Immediately after making the deposit, the Company shall give notice of such event to the Securityholders; (c) the Company has paid or caused to be paid all sums then payable by the Company to the Trustee all other sums payable hereunder by as of the Companydate of such deposit; and and (cd) the Company has delivered to the Trustee an opinion of counsel and an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided. The Company may make the deposit only during the one-year period. However, howeverthe Company’s obligations in Sections 2.02, that Section 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 2.16, 2.17, 4.01, 4.02, 7.07, Section 7.08, Section 7.09, Section 13.09 7.08 and Section 13.14, Article VIII and this Article 8 X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid no longer outstanding. Thereafter the obligations of the Company in full Sections 7.07 and there are no 8.03 shall survive such satisfaction and discharge. After a deposit pursuant to this Section 8.01, the Trustee upon request shall acknowledge in writing the discharge of the obligations of the Company under the Securities outstandingand this Indenture, except for those surviving obligations specified above. In order to have money available on a payment date to pay the principal of and any unpaid and accrued interest on the Securities, the U.S. Government Obligations shall be payable as to principal and any unpaid and accrued interest on or before such payment date in such amounts as will provide the necessary money.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, an Investor Repurchase or redemption, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date, the Investor Repurchase Date or Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.09 and Section 13.1414.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Supplemental Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.073.06 of the Base Indenture) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder’s Option, upon conversion or Repurchase Upon Fundamental Change, Redemption or conversion, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orand, in the case of conversion, delivers to the Holders if applicable in accordance with Article 10 cashX with respect to such Securities that have become due upon conversion, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion ObligationStock) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.073.06 of the Base Indenture) on the Maturity Date, the relevant settlement date of any conversion or the Option Purchase Date, Fundamental Change Repurchase Date, Redemption Date or the date on which the consideration due upon conversion is, in accordance with Article X, due, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Supplemental Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.082.09, Section 7.063.13, Section 7.07, Section 7.08, Section 7.09, Section 13.09 4.01 and Section 13.14Articles VIII and X of this Supplemental Indenture, and this Article 8 Sections 3.06, 5.15, 6.07 and 10.03 of the Base Indenture, shall survive any discharge of this Supplemental Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion on a Redemption Date, or Repurchase Upon on a Fundamental ChangeChange Purchase Date and, and in either case case, the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Purchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.17, Section 7.072.18, Section 7.082.19, Section 7.094.01, Section 13.09 4.02, 4.05, 7.06 and Section 13.147.07 and Articles III, VIII and X of this Article 8 Indenture, shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, Change and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.09 and Section 13.1414.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion conversion, Optional Redemption, Tax Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock Ordinary Shares (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) , sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion conversion, the relevant Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, Section 4.02, Section 4.05, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 15.04, Section 15.08 and Section 13.1415.13, Article 5 and this Article 8 and any right of the Holders to receive any payments in accordance with this Indenture in respect of their Securities shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, or redemption, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the CompanyCompany or any Guarantor (including without limitation to every Guarantor with the resulting effect that no Guarantor remains subrogated to the rights of the Holders against the Company pursuant to Section 14.05); (c) no default or Event of Default under this Indenture shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; and (cd) the Company or any Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which may rely on the Officers’ Certificate as to the absence of a default, breach or violation and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 15.09 and Section 13.1415.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have been called for Redemption or have become due and payable, or when the Securities will become due and payable within one year, in each case whether at their scheduled maturity, maturity or upon conversion Purchase at Holder's Option or Repurchase Upon Fundamental Change, and in either any such case the Company irrevocably deposits, on or prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (oror non-callable Government Securities, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, and, if applicable as applicableherein provided and in accordance herewith, solely to satisfy the Company’s Conversion Obligation) such other consideration, sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date or in connection with an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of CounselCounsel (which may rely upon such Officer's Certificate as to the absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.02, 4.05, 7.07 and Section 13.147.08 and Articles VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturityon the Maturity Date, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cashcash and/or shares of Common Stock, Common Stock (and cash in lieu of any fractional shares) or a combination thereofif any, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.02, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.09, Section 13.09 7.10, 7.11, 13.01, 13.08 and Section 13.1413.13 and Articles VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Repurchase at Holder’s Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orcash, in the case of conversionand, delivers to the Holders if applicable as herein provided and in accordance with Article 10 cashherewith, Common Stock (and cash in lieu of any fractional shares) or a combination thereofsuch other consideration, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date or an Option Repurchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 Articles VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Supplemental Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.073.6 of the Base Indenture) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, maturity or upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.073.6 of the Base Indenture) on the Maturity Date, the relevant settlement date of any conversion Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Supplemental Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.082.06, Section 7.062.12, Section 7.073.02, Section 7.08, Section 7.09, Section 13.09 4.01 and Section 13.144.02 and Articles IX and XI of this Supplemental Indenture, and this Article 8 Sections 3.6, 5.14 and 6.6 of the Base Indenture, shall survive any discharge of this Supplemental Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion conversion, Optional Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the 10 Date selected by the Company in compliance with Section 313(a) of the TIA. case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) , sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion conversion, the relevant Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, Section 4.02, Section 4.05, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.04, Section 14.08 and Section 13.1414.13, Article 5 and this Article 8 and any right of the Holders to receive any payments in accordance with this Indenture in respect of their Securities shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) have been delivered to the Trustee Securities Agent for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Repurchase at Holder's Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) on the Maturity Date or an Optional Repurchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee and the Securities Agent all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee and the Securities Agent an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section SECTIONS 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities Notes have become due and payable at their scheduled maturity, maturity or upon conversion Redemption or Repurchase Purchase Upon Fundamental Changea Change of Control, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities Notes (other than Securities Notes replaced pursuant to Section 2.072.07 hereof) on the Maturity Date, the relevant settlement date Date or Redemption Date or Change of any conversion or the Fundamental Change Repurchase Control Purchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Notes shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.09, 3.10, 4.01, 4.02, 4.05, 4.07 and Section 13.14, 4.08 and this Article 8 VIII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities Notes have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities Notes outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental ChangeChange or redemption, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or the Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.09 and Section 13.1414.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided provided, further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, 4.02, 4.05, 7.02, 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 13.04, 13.08 and Section 13.1413.13, and this Article Articles 8 shall and 13shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder’s Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orcash, in the case of conversionand, delivers to the Holders if applicable as herein provided and in accordance with Article 10 cashherewith, Common Stock (and cash in lieu of any fractional shares) or a combination thereofsuch other consideration, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 Articles VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder’s Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.17, Section 7.072.18, Section 7.082.19, Section 7.094.01, Section 13.09 4.02, 4.05, 7.07 and Section 13.147.08 and Articles III, VIII and X of this Article 8 Indenture, shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.7 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Repurchase at Holder's Option, upon conversion Redemption or Repurchase Upon Fundamental ChangeChange in Control, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.7 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the CompanyCompany and the Company has otherwise satisfied in full all of its obligations under this Indenture; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03SECTIONS 2.2, Section 2.042.3, Section 2.052.4, Section 2.082.5, Section 7.062.6, Section 7.072.7, Section 7.082.8, Section 7.092.15, Section 13.09 2.16, 2.17, 3.5, 3.8, 4.1, 4.2, 4.5, 7.7 and Section 13.14, 7.8 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Repurchase at Holder's Option, upon conversion Optional Redemption or Repurchase Upon a Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; providedPROVIDED, howeverHOWEVER, that Section SECTIONS 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, 4.02, 4.05, 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.04, 14.08 and Section 13.1414.13, and this Article Articles 8 and 13 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.7 hereof) have been delivered to the Trustee for cancellation cancellation, or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Repurchase at Holder's Option, upon conversion Redemption or Repurchase at Holder's Option Upon Fundamental Changea Change in Control, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.7 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the CompanyCompany and the Company has otherwise satisfied in full all of its obligations under this Indenture; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03SECTIONS 2.2, Section 2.042.3, Section 2.052.4, Section 2.082.5, Section 7.062.6, Section 7.072.7, Section 7.082.8, Section 7.092.15, Section 13.09 2.16, 2.17, 3.5, 3.8, 4.1, 4.2, 4.5, 7.7 and Section 13.14, 7.8 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder’s Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orcash, in the case of conversionand, delivers to the Holders if applicable as herein provided and in accordance with Article 10 cashherewith, Common Stock (and cash in lieu of any fractional shares) or a combination thereofsuch other consideration, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 Articles VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturityon the Maturity Date, upon conversion conversion, upon Optional Redemption or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cashcash and/or shares of Common Stock, Common Stock (and cash in lieu of any fractional shares) or a combination thereofif any, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion conversion, the Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.05, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.097.10, Section 13.09 7.10, 7.11, 13.01, 13.08 and Section 13.1413.13 and Articles VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, maturity or upon conversion Redemption or Repurchase Upon pursuant to a Fundamental ChangeChange Purchase Offer, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion Date or the a Redemption Date or Fundamental Change Repurchase Purchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.17, Section 7.072.18, Section 7.082.19, Section 7.094.01, Section 13.09 4.02, 4.05 and Section 13.148.06 and Articles III, VIII and X of this Article 8 Indenture, shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided provided, further, however, that Section 7.06 8.06 shall also survive after the Securities are paid in full and there are no Securities outstandinguntil otherwise discharged hereunder.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturityon the Maturity Date, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.02, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.09, Section 13.09 7.10, 7.11, 13.01, 13.08 and Section 13.1413.13 and Articles VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Repurchase at Holder’s Option, upon conversion Redemption or Repurchase Upon Fundamental ChangeRepurchase Event, and in either case the Company irrevocably deposits, prior to the applicable due date, deposits with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orand/or, in the case of conversion, delivers to the Holders in accordance with Article 10 cashextent permitted by Section 3.08, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion ObligationStock) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date, the relevant settlement date of any conversion Option Purchase Date, Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) such deposit will not result in a breach or violation of, or constitute a Default under, Article XI; and (cd) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and Section 13.147.08 and Articles VIII, X and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or conversion, Repurchase Upon Fundamental Change, Change or an Investor Repurchase and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or the Investor Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 and Section 13.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder’s Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior after to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orin money of the United States that at the time of payment is legal tender for payment of public and private debts, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 7.072.10, Section 7.082.11, Section 7.092.12, Section 13.09 2.15, 2.16, 2.17, 3.05, 3.08, 3.09, 4.01, 4.02, 4.05, 4.06, 7.07 and Section 13.14, 7.08 and this Article 8 Articles VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) have been delivered to the Trustee Securities Agent for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, maturity or upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) on the Maturity Date, the relevant settlement date of any conversion Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee and the Securities Agent all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee and the Securities Agent an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section SECTIONS 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.02, Section 13.09 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation cancelation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion conversion, upon Optional Redemption or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cashcash and/or shares of Common Stock, Common Stock (and cash in lieu of any fractional shares) or a combination thereofif any, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date, the relevant settlement date of any conversion conversion, the Optional Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.02, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.097.10, Section 7.11, 13.02, 13.09 and Section 13.1413.14 and Article VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This The Company may terminate all of its obligations under this Indenture shall cease to be of further effect, if all Securities previously authenticated and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities delivered (other than mutilated, destroyed, lost or stolen Securities which have been replaced pursuant to or paid as provided in Section 2.07207) have been delivered to the Trustee for cancellation or if: (i) the Securities mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior or arranges for the irrevocable deposit pursuant to the applicable due dateSection 311 of this Indenture, in trust with the Trustee money or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) U.S. Government Obligations sufficient to satisfy all obligations due pay the principal or Redemption Price of and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) any unpaid and accrued interest on the Maturity Date, the relevant settlement date of any conversion Securities to maturity or the Fundamental Change Repurchase Dateredemption, as the case may be; . Immediately after making the deposit, the Company shall give notice of such event to the Security Holders; (biii) the Company pays has paid or caused to be paid all sums then payable by the Company to the Trustee all other sums payable hereunder by as of the Companydate of such deposit; and and (civ) the Company has delivered to the Trustee an Officers’ Certificate Opinion of Counsel and an Opinion of Counsel, each Officers' Certificate stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided. The Company may make the deposit only during the one-year period and only if Article Eleven permits it. However, howeverthe Company's obligations in Sections 202, that Section 2.03203, Section 2.04204, Section 2.05205, Section 2.08206, Section 7.06207, Section 7.07208, Section 7.08215, Section 7.09216, Section 13.09 217, 401, 402, 407, 409, 707 and Section 13.14708, Article Eight and this Article 8 Ten shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid no longer outstanding. Thereafter the obligations of the Company in full Sections 707 and there are no 803 shall survive. 49 After a deposit pursuant to this Section 801, the Trustee upon request shall acknowledge in writing the discharge of the obligations of the Company under the Securities outstandingand this Indenture, except for those surviving obligations specified above. In order to have money available on a payment date to pay the principal or Redemption Price of and any unpaid and accrued interest on the Securities, the U.S. Government Obligations shall be payable as to principal and any unpaid and accrued interest on or before such payment date in such amounts as will provide the necessary money.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion conversion, or Repurchase Upon Fundamental Change, Change and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, cash or a combination of cash and Common Stock (and cash in lieu of any fractional shares) or a combination thereof), as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion conversion, or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 and Section 13.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturityon the Maturity Date, upon conversion or conversion, upon Repurchase Upon Fundamental ChangeChange or upon Optional Redemption, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, cash or cash and/or shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereofStock, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or the Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.01, 3.02, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.09, Section 13.09 7.10, 7.11, 13.01, 13.08 and Section 13.1413.13 and Articles VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, the Liens on the Collateral securing the Securities will be released and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, or redemption, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the CompanyCompany or any Guarantor (including without limitation to every Guarantor with the resulting effect that no Guarantor remains subrogated to the rights of the Holders against the Company pursuant to Section 14.05); (c) no default or Event of Default under this Indenture shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; and (cd) the Company or any Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of CounselCounsel (which may rely on the Officers’ Certificate as to the absence of a default, breach or violation and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 16.09 and Section 13.1416.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.7 hereof) have been delivered to the Trustee for cancellation cancellation, or (ii) all outstanding Securities have become due and payable at their scheduled maturity, maturity or upon conversion Redemption or Repurchase Upon Fundamental Changeat Holder’s Option, and in either any such case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.7 hereof) on the Maturity Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the CompanyCompany and the Company has otherwise satisfied in full all of its obligations under this Indenture; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03SECTIONS 2.2, Section 2.042.3, Section 2.052.4, Section 2.082.5, Section 7.062.6, Section 7.072.7, Section 7.082.8, Section 7.092.15, Section 13.09 2.16, 2.17, 3.5, 3.8, 4.1, 4.2, 4.5, 7.7 and Section 13.147.8 and ARTICLES VIII, X, XII and this Article 8 XIII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) have been delivered to the Trustee Securities Agent for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder's Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) on the Maturity Date, the relevant settlement date of any conversion Date an Option Purchase Date or the a Redemption Date or Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee and the Securities Agent all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee and the Securities Agent an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section SECTIONS 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.083.05, Section 7.093.10, Section 13.09 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion , Optional Redemption, Tax Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock Ordinary Shares (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion conversion, the relevant Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, 4.02, 4.05, 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 15.04, 15.08 and Section 13.1415.13, Article 5 and this Article 8 and any right of the Holders to receive any payments in accordance with this Indenture in respect of their Securities shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, 4.02, 4.05, 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.04, 14.08 and Section 13.1414.13, and this Article Articles 8 and 13 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, maturity or upon conversion Redemption or Repurchase Upon Fundamental ChangeChange in Control, and in either any case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7 hereof) on the Maturity Date or Redemption Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the CompanyCompany and the Company has otherwise satisfied in full all of its obligations under this Indenture; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03Sections 2.3, Section 2.042.4, Section 2.052.5, Section 2.082.6, Section 7.062.7, Section 7.072.8, Section 7.082.15, Section 7.092.16, Section 13.09 2.17, 3.5, 3.8, 4.1, 4.2, 4.5, 7.7 and Section 13.147.8 and Articles VIII and X and Sections 12.2, 12.3 and this Article 8 12.4 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that . Thereafter only the Company’s obligations in Section 7.06 7.7 shall also survive after the Securities are paid in full such satisfaction and there are no Securities outstanding.discharge

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, maturity or upon conversion or Repurchase at Holder’s Option Repurchase Upon Fundamental ChangeChange of Control, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7 hereof) on the Maturity Date, the relevant settlement date of any conversion Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the CompanyCompany and the Company has otherwise satisfied in full all of its obligations under this Indenture; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03Sections 2.2, Section 2.042.3, Section 2.052.4, Section 2.082.5, Section 7.062.6, Section 7.072.7, Section 7.082.8, Section 7.092.15, Section 13.09 2.16, 2.17, 3.8, 4.1, 4.2, 4.5, 7.7 and Section 13.147.8 and Articles VIII and X and Sections 12.2, 12.3 and this Article 8 12.4 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further. Thereafter, however, that only the Company’s obligations in Section 7.06 7.7 shall also survive after the Securities are paid in full such satisfaction and there are no Securities outstandingdischarge.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or conversion, Repurchase Upon Fundamental Change, Change or an Optional Redemption and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or conversion, the Fundamental Change Repurchase Date or the Redemption Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.09 and Section 13.1414.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder’s Option, upon conversion Redemption or Repurchase Upon pursuant to a Fundamental ChangeChange Purchase Offer, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Purchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.17, Section 7.072.18, Section 7.082.19, Section 7.094.01, Section 13.09 4.02, 4.05, 7.07 and Section 13.147.08 Doc#: US1:12666659v9 and Articles III, VIII and X of this Article 8 Indenture, shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder's Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (orcash, in the case of conversionand, delivers to the Holders if applicable as herein provided and in accordance with Article 10 cashherewith, Common Stock (and cash in lieu of any fractional shares) or a combination thereofsuch other consideration, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section SECTIONS 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.08, 3.09, 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion on a Redemption Date, or Repurchase Upon on a Fundamental ChangeChange Purchase Date and, and in either case case, the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Purchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.17, Section 7.072.18, Section 7.082.19, Section 7.094.01, Section 13.09 4.02, 4.05, 7.06 and Section 13.147.07 and Articles III, VIII and X of this Article 8 Indenture, shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation cancelation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or conversion, upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.02, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.097.10, Section 7.11, 13.02, 13.09 and Section 13.1413.14 and Article VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07‎2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, maturity or upon conversion Redemption or Repurchase Upon pursuant to a Fundamental ChangeChange Purchase Offer, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07‎2.07) on the Maturity Date, the relevant settlement date of any conversion Date or the a Redemption Date or Fundamental Change Repurchase Purchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (ce) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of delivered‎to‎the‎Trustee‎an‎Officer’s‎Certificate‎and‎an‎Opinion‎of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03Sections ‎2.02, Section 2.04‎2.03, Section 2.05‎2.04, Section 2.08‎2.05, Section 7.06‎2.06, Section 7.07‎2.07, Section 7.08‎2.08, Section 7.09‎2.17, Section 13.09 ‎2.18, ‎2.19, ‎4.01, ‎4.02, ‎4.05 and Section 13.14‎8.06 and Articles ‎III, VIII and X of this Article 8 Indenture, shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided provided, further, however, that Section 7.06 ‎8.06 shall also survive after the Securities are paid in full and there are no Securities outstandinguntil otherwise discharged hereunder.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if if: (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its AffiliatesCompany) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, shares of Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; ; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and ; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (e) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, 4.02, 4.05, 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 8.02, 8.04, 13.04, 13.08 and Section 13.14, and this Article 8 13.13 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This The obligations of the Company with respect to the Notes under this Supplemental Indenture, the Indenture and the Notes shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities Outstanding Notes (other than Securities Notes replaced pursuant to Section 2.07306 of the Indenture) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities Outstanding Notes have become due and payable at their scheduled maturityon the Maturity Date or pursuant to Article V, upon conversion Article VII or Repurchase Upon Fundamental ChangeArticle VIII, and in either any case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent or Trustee (if the Paying Agent is not the Company or any of its Affiliates) cash (orin money of the United States that at the time of payment is legal tender for payment of public and private debts, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07306 of the Indenture) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee or Paying Agent all other sums payable hereunder by the Company; and (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit and (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument of which the Company has delivered to is a party or by which the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied withCompany is bound; provided, however, that Section 2.03(i) Sections 303, Section 2.04304, Section 2.05305, Section 2.08306, Section 7.06308, Section 7.07309, Section 7.08606, Section 7.09607, Section 13.09 610, 611, 1002, 1003, 1005 of the Indenture, (ii) Sections 5.1(5) and Section 13.145.1(6) of the Supplemental Indenture and Articles I, VI, VII, VIII, and this Article 8 XI of the Supplemental Indenture and (iii) the rights, powers trusts, duties and immunities of the Trustee under the Indenture and the Supplemental Indenture shall survive any discharge of obligations pursuant to this Indenture Section 11.1 until such time as all payments in respect of the Securities Notes have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstandingNotes Outstanding.

Termination of the Obligations of the Company. This The Company may terminate all of its obligations under this Indenture shall cease to be of further effect, if all Securities previously authenticated and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities delivered (other than mutilated, destroyed, lost or stolen Securities which have been replaced pursuant to or paid as provided in Section 2.07) have been delivered to the Trustee for cancellation or if: (iia) all outstanding the Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; mature within one year; (b) the Company pays irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay the principal of and any unpaid and accrued interest on the Securities to maturity. Immediately after making the deposit, the Company shall give notice of such event to the Securityholders; (c) the Company has paid or caused to be paid all sums then payable by the Company to the Trustee all other sums payable hereunder by as of the Companydate of such deposit; and and (cd) the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided. The Company may make the deposit only during the one-year period. However, howeverthe Company’s obligations in Sections 2.02, that Section 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 2.16, 2.17, 4.01, 4.02, 7.07, Section 7.08, Section 7.09, Section 13.09 7.08 and Section 13.14, Article VIII and this Article 8 X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid no longer outstanding. Thereafter the obligations of the Company in full Sections 7.07 and there are no 8.03 shall survive such satisfaction and discharge. After a deposit pursuant to this Section 8.01, the Trustee upon request shall acknowledge in writing the discharge of the obligations of the Company under the Securities outstandingand this Indenture, except for those surviving obligations specified above. In order to have money available on a payment date to pay the principal of and any unpaid and accrued interest on the Securities, the U.S. Government Obligations shall be payable as to principal and any unpaid and accrued interest on or before such payment date in such amounts as will provide the necessary money.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, Change and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, cash or a combination of cash and Common Stock (and cash in lieu of any fractional shares) or a combination thereof), as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 14.09 and Section 13.1414.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cashcash and/or shares of Common Stock, Common Stock (and cash in lieu of any fractional shares) or a combination thereofif any, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.02, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.097.10, Section 7.11, 13.02, 13.09 and Section 13.1413.14 and Articles VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute such instruments acknowledging satisfaction and discharge of this IndentureIndenture reasonably requested by the Company, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (cash, securities or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock ADSs (and cash in lieu of any fractional sharesADSs) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) , sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (a)(ii) above; (d) such deposit under clause (a)(ii) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 4.01, Section 4.02, Section 4.05, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 13.09 13.04, Section 13.08 and Section 13.1413.13, Article 5 and this Article 8 and any right of the Holders to receive any payments in accordance with this Indenture in respect of their Securities shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, effect if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) have been delivered to the Trustee Securities Agent for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturitymaturity or upon Purchase at Holder's Option, upon conversion Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash, Common Stock (and cash in lieu of any fractional shares) or a combination thereof, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07SECTION 2.07 hereof) on the Maturity Date or an Option Purchase Date, the relevant settlement date of any conversion Redemption Date or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee and the Securities Agent all other sums payable hereunder by the Company; (c) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit; (d) such deposit will not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (ce) the Company has delivered to the Trustee and the Securities Agent an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section SECTIONS 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.15, Section 7.072.16, Section 7.082.17, Section 7.093.05, Section 13.09 3.09, 3.10, 4.01, 4.02, 4.05, 7.07 and Section 13.14, 7.08 and this Article 8 ARTICLES VIII and X shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, if (ai) either (ia) all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) have been delivered to the Trustee for cancellation or (iib) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or upon Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cashcash and/or shares of Common Stock, Common Stock (and cash in lieu of any fractional shares) or a combination thereofif any, as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy pay all obligations amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (bii) the Company pays to the Trustee all other sums payable hereunder by the Company; (iii) no Default or Event of Default with respect to the Securities shall exist on the date of such deposit under clause (i)(b) above; (iv) such deposit under clause (i)(b) above shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture; and (cv) the Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section Sections 2.02, 2.03, Section 2.04, Section 2.05, Section 2.06, 2.07, 2.08, Section 7.062.09, Section 2.15, 2.16, 2.17, 3.07, 4.01, 4.02, 4.05, 4.09, 7.07, Section 7.08, Section 7.097.10, Section 7.11, 13.02, 13.09 and Section 13.1413.14 and Articles VIII, X, XI and this Article 8 XII shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.