Common use of Outstanding Notes Clause in Contracts

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.9, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaserpurchaser for value. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue2.7. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Issuer, a Subsidiary or an Affiliate of any thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal principal, premium, if any, and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease shall be deemed not to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation cancellation, those reductions and increases in the interests in Global Notes effected by the Trustee, the Registrar or the Note Custodian in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.092.10). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code as in effect in the State of New York. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a any Redemption Date, maturity date, Change of Control Payment Date or the Stated Maturity any other date on which a payment of principal of a Note is due, the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations in an amount sufficient to pay all of the principal principal, premium, if any, and interest due on the Notes such Note payable on that date, then on and after that date such Notes cease Note ceases to be outstanding and interest on them it ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to Section 14.06, a Note does not cease to be outstanding because one of the Issuer, Issuers or an Affiliate of one of the Subsidiary Guarantors or any of their respective Affiliates hold Issuers holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Issuers receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01a Paying Agent segregates and holds in trust, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and interest due on the Notes payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section ‎Section 2.09). If a Note is replaced pursuant to Section ‎Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section ‎Section 2.07. If the principal amount of any Note is considered paid under Section ‎Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date, the Maturity Date, a Change of Control Payment Date, an Asset Sale Payment Date or any other date payment on the Stated Maturity Notes is due the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or Authenticating Agent except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 3.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.093.09). If a Note is replaced pursuant to Section 2.07 3.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.073.07. If the principal amount of any Note is considered paid under Section 4.015.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations money sufficient to pay all of the principal and interest (and Additional Amounts, if any) due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Subject to Section 2.09, the Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those paid pursuant to Section 2.07, delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to Section 2.09, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender cash in Dollars or U.S. Government Obligations Obligations, or a combination thereof, in amounts sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 3.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.093.09). If a Note is replaced pursuant to Section 2.07 3.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.073.07. If the principal amount of any Note is considered paid under Section 4.015.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the a Co-Issuer, the Subsidiary Guarantors a Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Co-Issuers and a Responsible Officer of the Trustee receives receive written proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrueaccrue thereon. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or non-callable U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrueaccrue thereon.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or an authentication agent except for those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 2.09 as not outstanding. A Subject to Section 13.06, a Note does not cease to be outstanding because the Issuer, Issuers or an Affiliate of either Issuer holds the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)2.08, it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Issuers receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount Paying Agent receives (or if either Issuer or a Restricted Subsidiary of any Note either Issuer is considered paid under Section 4.01acting as Paying Agent and such Paying Agent segregates and holds in trust) in accordance with this Indenture, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date redemption date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and interest due on the Notes and premium, if any, payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such amount to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.092.10). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal of, premium, if any, and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 2.9 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely in accordance with Section 7.1(a), that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.8. If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest ceases and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations cash sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest and Additional Amounts, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.016.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the First Lien Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.08, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to Section 14.05, a Note does not cease to be outstanding because the Issuer, Issuers or an Affiliate of the Subsidiary Guarantors or any of their respective Affiliates Issuers hold the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the First Lien Trustee receives and the Issuers receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01a Paying Agent segregates and holds in trust, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and interest due on the Notes payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except (a) those cancelled canceled by it, (b) those delivered to it for cancellation cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on the conditions set forth in Section 8.01 or 8.02 have been satisfied and (d) those Notes theretofore authenticated by the Trustee hereunder and those described in this Section 2.08 as not outstanding, including Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.092.10). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaserpurchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or the applicable Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities, or euros or European Government Securities, as applicable, sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.092.10). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal of, premium, if any, and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereofa Subsidiary of the Company) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue; provided, however, that to the extent the Trustee is enjoined from making payments to the Holders, interest will continue to accrue until such time as the Trustee is not so enjoined.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCasella, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Casella or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the a Co-Issuer, the Subsidiary Guarantors a Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Co-Issuers and a Responsible Officer of the Trustee receives receive written proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest (including Additional Interest) ceases to accrueaccrue thereon. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. non-callable Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them (including Additional Interest) ceases to accrueaccrue thereon.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or an authentication agent except for those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 2.09 as not outstanding. A Subject to Section 11.06, a Note does not cease to be outstanding because the Issuer, Issuers or an Affiliate of either Issuer holds the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)2.08, it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Issuers receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount Paying Agent receives (or if either Issuer or a Restricted Subsidiary of any Note either Issuer is considered paid under Section 4.01acting as Paying Agent and such Paying Agent segregates and holds in trust) in accordance with this Indenture, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date redemption date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and interest due on the Notes and premium, if any, payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such amount to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. A Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer, Company or an Affiliate of the Subsidiary Guarantors or any of their respective Affiliates hold Company holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)hereof, it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Company, a Subsidiary or an Affiliate of any thereof) holds U.S. Legal Tender or U.S. Government Obligations holds, on a maturity date, money sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. If a Note is converted in accordance with Article 14 and required to be cancelled pursuant to Section 2.11, then from and after the time of conversion on the Conversion Date, such Note shall cease to be outstanding outstanding, and interest interest, if any, shall cease to accrue on them ceases to accruesuch Note.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does shall not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases shall cease to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases shall cease to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases shall cease to be outstanding and interest ceases shall cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes shall cease to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Second Lien Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.08, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to Section 14.05, a Note does not cease to be outstanding because the Issuer, Issuers or an Affiliate of the Subsidiary Guarantors or any of their respective Affiliates Issuers hold the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Second Lien Trustee receives and the Issuers receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01a Paying Agent segregates and holds in trust, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and interest due on the Notes payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 3.12 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.093.13). If a Note is replaced pursuant to Section 2.07 3.6 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.073.6. If the principal amount of any Note is considered paid under Section 4.0110.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease shall be deemed not to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors any Guarantor or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Issuer and a Responsible Officer of the Trustee receives receive written proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrueaccrue thereon. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or non-callable U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrueaccrue thereon.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date, the Maturity Date, a Change of Control Payment Date or any other date payment on the Stated Maturity Notes is due the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuers or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases interest, and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date redemption date or the Stated Maturity Date the Trustee or applicable Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations cash sufficient to pay all of the principal principal, interest and interest Additional Amounts, if any, due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest and Additional Amounts, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCasella, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Casella or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 2.09 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.092.10). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes of the applicable series payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee and the Company receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date, the Maturity Date, a Change of Control Payment Date, an Asset Sale Payment Date or any other date payment on the Stated Maturity Notes is due the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerESH REIT, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer ESH REIT or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their its respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant and subject to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.9, a Note does not cease to be outstanding because the IssuerCompany, the any Subsidiary Guarantors Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender ---- ---- of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue2.7. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall cease to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does shall not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases shall cease to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases shall cease to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases shall cease to be outstanding and interest ceases shall cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes shall cease to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or its Authenticating Agent except for those cancelled canceled by it, those delivered to it for cancellation cancellation, those paid or replaced pursuant to Section 2.08 and those described in this Section 2.08 2.09 as not outstanding. A Subject to Section 12.06, a Note does not cease to be outstanding because the Issuer, Issuer or an Affiliate of the Subsidiary Guarantors or any of their respective Affiliates hold Issuer holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Issuer receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01a Paying Agent holds, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and interest due on the Notes payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09 and Section 2.11 hereof, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue2.07 hereof. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest interest, due on the Notes payable on that datedate and is not prohibited from paying such U.S. Legal Tender or U.S. Government Obligations to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except (a) those cancelled canceled by it, (b) those delivered to it for cancellation cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on the conditions set forth in Section 8.01 or 8.02 have been satisfied and (d) those Notes theretofore authenticated by the Trustee hereunder and those described in this Section 2.08 as not outstanding, including Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.092.10). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaserpurchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or the applicable Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee Trustee, or the Authenticating Agent, except for those cancelled canceled by itit or the Registrar, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee or the Registrar in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. A Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the IssuerIssuer or an Affiliate of the Issuer holds the Note; however, Notes held by the Parent or a Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject Parent shall not be deemed to the provisions be outstanding for purposes of Section 2.09)2.09 and Section 3.07(a) hereof. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)hereof, it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Registrar receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuer, a Subsidiary or an Affiliate of any thereof) holds U.S. Legal Tender holds, on a redemption date or U.S. Government Obligations maturity date, money sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 2.9 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely 21 in accordance with Section 7.1(a), that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.8. If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest ceases and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations cash sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest and Additional Amounts, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 3.12 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.093.13). If a Note is replaced pursuant to Section 2.07 3.6 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.073.6. If the principal amount of any Note is considered paid under Section 4.0110.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds by 11:00 a.m. New York City time U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount at maturity of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal Accreted Value, premium and interest due due, if any, on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors any Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date, the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.47. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.9, a Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors any Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue2.7. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall cease to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors eircom Funding or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it and eircom Funding that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.8. If the principal amount of any Note is considered paid under Section 4.014.1, it ceases to be outstanding and interest ceases and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations cash in euro sufficient to pay all of the principal principal, interest, and interest Additional Amounts, if any, due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest interest, and Additional Amounts, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee Trustee, except for those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 2.09 as not outstanding. A Subject to Section 11.04, a Note does not cease to be outstanding because the Issuer, Company or an Affiliate of the Subsidiary Guarantors or any Company holds the Note. 1 PH: Deleted sentence is duplicative of their respective Affiliates hold the Note last sentence of this clause (subject to the provisions of Section 2.09xii). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01Paying Agent segregates and holds in trust, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and interest due on the Notes payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 3.12 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Guarantor or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.093.13). If a Note is replaced pursuant to Section 2.07 3.6 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.073.6. If the principal amount of any Note is considered paid under Section 4.0110.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 2.9 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely in accordance with Section 7.1(a), that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.8. If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest ceases and Additional Amounts, if any, on it cease to accrue. If on a the Tax Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations cash sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest and Additional Amounts, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.8. If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest ceases interest, Additional Amounts, if any and Liquidated Damages, if any, on it cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer holds cash in U.S. dollars or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be 43 35 outstanding and interest interest, Additional Amounts, if any, and Liquidated Damages, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except (a) those cancelled canceled by it, (b) those delivered to it for cancellation cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on the conditions set forth in Section 9.01 or 9.02 have been satisfied and (d) these Notes theretofore authenticated by the Trustee hereunder and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.092.10). If a Note is replaced pursuant to Section 2.07 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaserpurchaser in whose hands such Note is a legal, valid and binding obligation of the Issuer. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 2.13 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.092.14). If a Note is replaced pursuant to Section 2.07 2.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.7. If the principal amount of any Note is considered paid under Section 4.019.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds by 11:00 a.m. New York City time U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 2.9 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely in accordance with Section 7.1(a), that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.8. -30- If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest ceases and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations cash sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest and Additional Amounts, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee Trustee, except for (a) those cancelled by itthe Trustee, (b) those delivered to it the Trustee for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject c) to the provisions of extent set forth in Section 2.09)8.01, 8.02 or 8.03 hereof, on or after the date on which the conditions set forth in Section 8.01, 8.02 or 8.03 hereof have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)2.07, it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Issuers receive proof satisfactory to it them that the Note which has been replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of purchaser in whose hands such Note is a legal, valid and replacement thereof pursuant to Section 2.07binding obligation of the Issuers. If the principal amount of any Note is considered paid under Section 4.01Paying Agent segregates and holds in trust, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Indenture, on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal and principal, premium, if any, interest due on the Notes payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Note does not cease to be outstanding because an Issuer holds the Note.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee and the Company receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date, the Maturity Date, a Change of Control Payment Date or any other date payment on the Stated Maturity Notes is due the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuers or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date, the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal principal, premium, if any, and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease shall be deemed not to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and cancellation, those described in this Section 2.08 as not outstandingoutstanding and those deemed satisfied pursuant to Article Eight. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or a Maturity Date the Stated Maturity the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereofof the Company) holds U.S. Legal Tender cash or U.S. Government Obligations sufficient to pay all of the principal principal, premium, if any, and interest due on the Notes payable on that date, and is not prohibited from paying such cash or U.S. Government Obligations to the Holders of such Notes pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 2.8 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuer or an Affiliate of the Issuer holds the Note; however, Notes held by the Issuer or a Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject Issuer shall not be deemed to the provisions be outstanding for purposes of Section 2.09)3.8(c) hereof. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)2.7, it ceases to be outstanding unless a Responsible Officer of the Trustee receives and the Issuer receive proof satisfactory to it them that the Note which has been replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender protected purchaser (as defined in Article 8 of such Note and replacement thereof pursuant to Section 2.07the UCC). If the principal amount of any Note is considered paid under Section 4.01Paying Agent segregates and holds in trust, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Indenture, on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations maturity date money sufficient to pay all of the principal principal, premium, if any, and interest due on the Notes interest, payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender ---- ---- of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date, the Maturity Date, the Change of Control Payment Date or the Stated Maturity Net Proceeds Payment Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal principal, premium, if any, and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease shall be deemed not to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. A Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer, Company or an Affiliate of the Subsidiary Guarantors or any of their respective Affiliates hold Company holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)hereof, it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated If a Note ceases is converted pursuant to Article 12 hereof, such Note shall cease to be outstanding upon surrender of such Note and replacement thereof pursuant interest thereon (including Contingent Interest and Additional Amounts, if any) shall cease to Section 2.07accrue. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Company, a Subsidiary or an Affiliate of any thereof) holds U.S. Legal Tender holds, on a redemption date or U.S. Government Obligations maturity date, money sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Co-Issuers or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Trust Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest thereon ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the any Co-Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them thereon ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. .A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors any Guarantor or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation cancellation, those reductions in the Global Note effected in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. A Subject to Section 2.10, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Issuer or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee Issuer receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.072.8. 38 If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest ceases interest, Additional Amounts, if any, and Liquidated Damages, if any, on it cease to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer holds cash in euros, Government Securities or an Affiliate thereof) holds U.S. Legal Tender or U.S. European Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest interest, Additional Amounts, if any, and Liquidated Damages, if any, on them ceases such Notes cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, and those described in this Section 2.08 as not outstanding. A Except as set forth in Section 2.10, a Note does not cease to be outstanding because either of the Issuer, Company or an Affiliate of the Subsidiary Guarantors or any of their respective Affiliates hold Company holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement)2.08, it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount Accreted Principal Amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Company, a Subsidiary or an Affiliate of any thereof) holds U.S. Legal Tender holds, on a Redemption Date, Repurchase Date or U.S. Government Obligations maturity date, money sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. If a Note is converted into Common Stock pursuant to Article 10, it ceases to be outstanding and interest on them it ceases to accrueaccrue on the day of surrender of such Note or conversion.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated executed and delivered to Holders by the Trustee Company, except for those cancelled canceled by it, the Company and those delivered to it the Company for cancellation and those described in this Section 2.08 as not outstandingcancellation. A Note does not cease to be outstanding because the Issuer, Company or a person directly or indirectly controlling or controlled by or under direct or common control with such specified person (an “Affiliate”) of the Subsidiary Guarantors or any of their respective Affiliates hold Company holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 3(c) (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee Company receives proof satisfactory to it the Company that the replaced Note is held by a bona fide purchaserProtected Purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.073(c). If the principal amount of any Note is considered paid under Section 4.01a Paying Agent segregates and holds in trust, it ceases to be outstanding and interest ceases to accrue. If in accordance with this Agreement, on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Date money sufficient to pay all of the principal and interest due on the Notes payable on that datedate with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Agreement, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section ‎Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section ‎Section 2.07. If the principal amount of any Note is considered paid under Section ‎Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09, a Note does not cease to be outstanding out- standing because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it an Opinion of Counsel that the replaced Note is held by a bona fide purchaserpur- ---- ---- chaser. A mutilated Note ceases to be outstanding upon surrender surren- der of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Pay- ing Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Obliga- tions sufficient to pay all of the principal and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Company and a Responsible Officer of the Trustee receives receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest (including Additional Interest) ceases to accrueaccrue thereon. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or non-callable U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them (including Additional Interest) ceases to accrueaccrue thereon.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors a Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Issuer and a Responsible Officer of the Trustee receives receive written proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrueaccrue thereon. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or non-callable U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.accrue thereon. Global Ship Lease, Inc. Indenture Page 55

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Sections 2.09 and 2.11, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal principal, premium, if any, and interest interest, due on the Notes payable on that datedate and is not prohibited from paying such U.S. Legal Tender and U.S. Government Obligations to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the IssuerCompany, the Subsidiary Guarantors any Guarantor or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations (in the opinion of a nationally recognized firm of independent public accountants selected by the Company) sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 3.12 as not outstanding. A Note does not cease to be outstanding because the IssuerIssuers, the Subsidiary Guarantors Guarantor or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.093.13). If a Note is replaced pursuant to Section 2.07 3.6 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.073.6. If the principal amount of any Note is considered paid under Section 4.0110.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the a Co-Issuer, the Subsidiary Guarantors a Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Co-Issuers and a Responsible Officer of the Trustee receives receive written proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrueaccrue thereon. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or non-callable U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them (ceases to accrueaccrue thereon.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled canceled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it an Opinion of Counsel that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the a Co-Issuer, the Subsidiary Guarantors a Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09). If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Co-Issuers and a Responsible Officer of the Trustee receives receive written proof satisfactory to it them that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest (including Additional Interest) ceases to accrueaccrue thereon. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereof) holds U.S. Legal Tender or non-callable U.S. Government Obligations Securities sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them (including Additional Interest) ceases to accrueaccrue thereon.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to the provisions of Section 2.09, a Note does not cease to be outstanding because the IssuerCompany, the any Subsidiary Guarantors Guarantor or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide BONA FIDE purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors Company or any of their respective its Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue2.07 . If on a Redemption Date or a Maturity Date the Stated Maturity the Trustee or Paying Agent (other than the Issuer Company or an Affiliate thereofof the Company) holds U.S. Legal Tender cash or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, and is not prohibited from paying such cash or U.S. Government Obligations to the Holders of such Notes pursuant to the terms of this Indenture, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Subject to Section 2.09, a Note does not cease to be outstanding because the Issuer, the Subsidiary Co-Issuer, the Guarantors or any of their respective Affiliates hold holds the Note (subject to the provisions of Section 2.09)Note. If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity Date the Trustee or Paying Agent (other than the Issuer, the Co-Issuer or an Affiliate thereofany of their respective Affiliates) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.